Cygnus transaction FAQs

Why is CAML acquiring Cygnus Metals and how does it fit with CAML’s strategy?

The acquisition provides CAML with a high-quality copper-gold development asset in a well-established mining jurisdiction, supporting the Group’s strategy of disciplined growth. It adds a near-term development opportunity alongside CAML’s existing producing operations, while enhancing the Group’s exposure to long-term exploration upside. The acquisition complements CAML’s existing portfolio of cash-flow generative assets by adding a flagship development-stage project.

What are the key benefits of the transaction for CAML shareholders?

The transaction enhances CAML’s long-term growth profile, adds a high-quality development asset and diversifies the Group by geography (beyond its existing operations in Kazakhstan and North Macedonia) and by commodity (through the addition by-product gold). Shareholders will retain their exposure to CAML’s existing cash-generating operations, to the Company’s dividend policy of distributing 30-50% of adjusted free cash flow to shareholders, and to the Group’s existing exploration activities.

What are the key benefits of the transaction for Cygnus shareholders?

Cygnus shareholders will receive new shares in CAML in exchange for their Cygnus shares such that they will collectively own 30% of the Combined Group. This will give them a significant share in a profitable and cash-generative mid-sized mining company, with a balanced portfolio, a strong balance sheet, and a consistent record of being able to return capital to shareholders. CAML also has the technical and financial resources to expedite development of the Chibougamau Project.

How is the transaction expected to create value for shareholders?

Value is expected to be created for both sets of shareholders through the advancement of the Chibougamau Project, with the opportunity of bringing a new asset into production, and potential resource growth.

Why is diversification important for CAML’s strategy?

Diversification supports long-term resilience by reducing reliance on any single asset, geography or commodity.

Why is CAML paying a premium for Cygnus?

The premium implied by the offer ratio of 0.06 new CAML shares for each Cygnus share held, taking into account the price of both shares prior to announcement and the currency conversion, is normal in a transaction of this kind.

How is the acquisition being financed?

The transaction is structured as an all-share acquisition, with new CAML shares issued to Cygnus shareholders. Post completion of the deal, Cygnus shareholders will own 30% of the combined group and existing CAML shareholders 70%.

An all-share structure:

preserves CAML’s cash to fund developments;
maintains a strong balance sheet for maximum flexibility; and
allows Cygnus shareholders to participate in the future upside of the Combined Group.

What is the timeline to complete the transaction?

CAML and Cygnus expect the transaction to be completed in September 2026

Will CAML retain its current quotation on the AIM market?

CAML will retain its quotation on the AIM market of the London Stock Exchange. In addition, CAML intends to seek a listing on the TSX or TSXV in Canada. This would:

broaden the shareholder base, particularly in North America;
improve share-trading liquidity; and
align with the location of the Chibougamau Project.

Will this transaction result in dilution for existing CAML shareholders?

As shares are being issued as consideration, there will be some dilution. However, the transaction will immediately increase the value of CAML through the addition of a high-quality growth asset, with potential for further additions in value as the project is progressed.

How will the transaction impact CAML’s balance sheet?

CAML will retain a strong balance sheet, which supports the advancement of the project while providing the flexibility for CAML to maintain its dividend policy and to fund its exploration activities across the Group.

What is the Chibougamau Project and why is it attractive?

The Chibougamau Project is a high-grade copper-gold development asset in Québec, Canada. It has a significant resource base, established infrastructure and offers the opportunity for CAML to advance the project towards production. The project also includes a significant land package with excellent exploration potential.

Where is the project located and why is this jurisdiction important?

The project is located in Québec, Canada, a well-established mining region known for its stable regulatory framework, supportive policies and strong infrastructure, reducing the Group’s jurisdictional risk.

What infrastructure is already in place?

a 900ktpa processing plant;
a tailings storage facility;
access to roads, rail and an airport;
connection to hydroelectric power; and
proximity to the town of Chibougamau (no remote camp required), an established mining town with skilled labour, and access to mining-related suppliers and services.

The project benefits from established infrastructure, including:

At what stage of development is the project currently?

The project is at the exploration and development stage, with work focused on advancing technical studies and further resource definition. A preliminary economic assessment (PEA) was completed in 2022, and Cygnus has been working on an updated PEA. Post completion of the deal, CAML will conduct its own studies to move the project forward.

What commodities does the project produce or target?

The project primarily targets copper and gold, both of which are key global commodities with long-term demand fundamentals and fit well with CAML’s strategy of targeting base metals with precious metals as by-products.

What is the expected timeline for the project to generate cash flow?

The project is currently at a development stage. Timelines will depend on further technical studies, permitting and investment decisions.

What capital investment will be required going forward?

Future capital requirements will be determined through ongoing technical and economic studies as the project advances.

How will the project’s construction be funded?

It is too early to form a definitive plan for project funding, as the timing and size of the funding requirements are still to be determined. Numerous financing options are suitable to bring the project production and, in due course, CAML will evaluate all potential financing options with the objective of maximising value for shareholders whilst maintaining a strong balance sheet.

Will Cygnus management and/or employees be retained?

It is CAML’s current intention to:

retain Cygnus’ Canada-based employees; and
appoint a Cygnus director to the CAML Board to support continuity.

What is the status of community and First Nations engagement?

The project sits within the traditional territory of the Oujé-Bougoumou Cree Nation.

Cygnus has established positive relationships and has held regular conversations with their representatives to update them on the development of the Chibougamau Project.
CAML intends to build on this and continue proactive engagement, benefiting from its skills and experience built over many years at its existing operation.

What will happen to Cygnus’ non-core assets?

The lithium and Western Australian assets are not core to CAML’s strategy. Options will be considered post-completion, with the focus remaining on the Chibougamau Project.

What are the key risks associated with this acquisition?

As with any development project, risks include execution, permitting, commodity price volatility and capital requirements. These are typical of the mining sector. In the case of the Cygnus assets, shareholders can take reassurance from the significant work already completed, including the establishment of a substantial high-grade resource.

How will CAML manage development risk at Chibougamau?

CAML will apply its proven operational and technical expertise to progress the project in a disciplined manner, supported by staged investment and ongoing technical evaluation. CAML will also bring its skills and experience in environmental management and community relations to bear, both important aspects to any project development.

What approvals are required for the transaction to complete?

In addition to affirmative votes by both sets of shareholders, Court approvals and other conditions, the transaction is subject to customary regulatory approvals. These include Kazakhstan approval related to the issuance of CAML shares and competition clearance in North Macedonia.

CAML has successfully obtained similar regulatory approvals in the past and is confident the process will be completed in a timely manner.

Where can I obtain more information?

Further detailed information about CAML, Cygnus and the transaction will be provided:

to CAML shareholders in a circular; and
to Cygnus shareholders in a scheme booklet,

each of which is expected to be distributed in mid-August 2026.

Shareholders should wait to review the circular or scheme booklet (as applicable) before making any decisions with respect to the transaction.