Further update regarding the Scheme of Arrangement

CAML’s Cygnus acquisition is delayed pending Kazakhstan approval, with a new court date expected.

What the company is saying

Central Asia Metals PLC (AIM:CAML) is updating investors on its proposed 100% all-share acquisition of Cygnus Metals Limited (ASX:CY5, TSXV:CYG, OTCQB:CYGGF) via an Australian Scheme of Arrangement. The company emphasizes that the only major outstanding condition is regulatory approval from Kazakhstan, which is not expected to be received by the Second Court Date of 23 September 2026. CAML communicates that it has been actively engaging with the Ministry of Industry and Construction of Kazakhstan (MIC), and that the MIC has not raised objections or requested further information. The company highlights that a required electronic re-submission of its application was completed on 18 September 2026, attributing this to administrative changes rather than any issue with the application’s content. CAML expresses confidence that approval will be granted on or before 12 October 2026, and states that Cygnus will seek court approval as soon as this regulatory hurdle is cleared. The announcement is factual, procedural, and avoids promotional language, focusing on process and next steps. Named executives include CEO Gavin Ferrar, CFO Louise Wrathall, and Investor Relations Manager Richard Morgan. The company also reiterates its asset base: 100% ownership of the Kounrad SX-EW copper operation in Kazakhstan, 100% of the Sasa zinc-lead mine in North Macedonia, 80% of CAML Exploration, 100% of CAML XD, and a 32.6% stake in Aberdeen Minerals Ltd.

What the data suggests

The update confirms that the acquisition of Cygnus by CAML remains incomplete, with the Kazakhstan regulatory approval as the only major outstanding condition. CAML has completed the required electronic application re-submission to the MIC on 18 September 2026, following administrative changes at the ministry. The MIC has not raised objections or requested additional information, and CAML expects approval by 12 October 2026, which is three weeks from the announcement date. The Second Court Date, originally set for 23 September 2026, will be deferred, and Cygnus will seek court approval after regulatory clearance. The transaction is structured as an all-share deal for 100% of Cygnus. CAML’s asset portfolio includes 100% of Kounrad and Sasa, 80% of CAML Exploration, 100% of CAML XD, and 32.6% of Aberdeen Minerals Ltd. No financial performance figures, transaction value, or operational metrics for Cygnus are disclosed. The process is at a late regulatory stage, with the main risk being the timing and outcome of the Kazakhstan approval.

Analysis

The announcement is a factual update on the procedural status of Central Asia Metals PLC's proposed acquisition of Cygnus Metals Limited. The language is measured and does not overstate progress: it clearly states that the key Kazakhstan regulatory approval remains outstanding and that the Second Court Date will likely be deferred. Forward-looking statements (such as the expectation of approval by 12 October 2026) are presented as management expectations, not as certainties, and are appropriately caveated. There are no exaggerated claims about the benefits or impact of the transaction, and no promotional language regarding future synergies or value creation. The only capital signal is that the deal is an all-share transaction, with no immediate capital outlay or earnings impact disclosed. The update is procedural, with the next steps and dependencies clearly outlined, and no attempt to inflate the significance of the current status.

Risk flags

• ●Regulatory approval from Kazakhstan remains outstanding, and the transaction cannot proceed without it. Any delay or adverse decision from the Ministry of Industry and Construction of Kazakhstan would materially impact the acquisition timeline and completion.
• ●The Second Court Date in Western Australia must be deferred, introducing legal and procedural uncertainty. The timing and outcome of the court's decision to reschedule could affect the overall implementation timetable.
• ●The update does not disclose any financial terms, valuation, or integration plans for Cygnus, leaving investors without clarity on the potential financial impact or strategic rationale beyond asset consolidation.
• ●Although CAML reports no objections from the MIC, there is no documentary evidence or direct confirmation from the regulator, so the risk of unforeseen regulatory issues remains until formal approval is granted.

Bottom line

CAML’s acquisition of Cygnus Metals is delayed due to pending Kazakhstan regulatory approval, with the company now targeting approval by or before 12 October 2026. The Second Court Date in Western Australia will be deferred, and the court process will resume once approval is received, but the final implementation timeline remains uncertain. The transaction is an all-share deal for 100% of Cygnus, but no financial or operational details of the acquisition are disclosed in this update. CAML’s confidence is based on the absence of objections from the regulator and the completion of a required electronic application re-submission, but investors must recognize that regulatory and legal risks remain until all conditions are met. The most important takeaway is that the deal remains incomplete and subject to near-term regulatory and court outcomes, with no new financial or operational data provided to assess the impact of the acquisition.

Announcement summary

(AIM:CAML) Central Asia Metals PLC issues a further update regarding the proposed acquisition of Cygnus Metals Limited (ASX:CY5, TSXV:CYG, OTCQB:CYGGF) by means of an Australian Scheme of Arrangement. Under the Scheme, Central Asia Metals PLC (CAML) will acquire 100% of Cygnus in an all-share transaction. The Scheme is subject to a number of Conditions Precedent, including Kazakhstan regulatory approval, which remains outstanding as of this announcement. CAML has informed Cygnus that it does not believe the Kazakhstan regulatory approval condition precedent will be satisfied by the Second Court Date, currently scheduled for 23 September 2026. As a result, Cygnus will approach the Supreme Court of Western Australia to defer the Second Court Date, with a further announcement to be made upon finalisation of the date with the Court and the resultant impact on the implementation timetable. CAML has been actively engaging with the Ministry of Industry and Construction of Kazakhstan (MIC) regarding the application for regulatory approval. 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 was required to re-submit its application electronically due to ongoing updates of the MIC’s administrative procedures, and this electronic submission was completed on 18 September 2026. The MIC confirmed that the resubmission requirement is related to changes in administrative procedures and not to the merit or content of the application. Although the statutory 30-day review period would ordinarily apply, CAML has received assurances that its application will be processed as soon as practicable. CAML expects the approval to be granted on or before 12 October 2026. Cygnus will apply for the Court’s approval of the Scheme as soon as possible following receipt of the Kazakhstan regulatory approval. Cygnus has informed CAML that it is not otherwise 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. Gavin Ferrar is CEO of Central Asia Metals PLC. Louise Wrathall is CFO of Central Asia Metals PLC. Richard Morgan is Investor Relations Manager of Central Asia Metals PLC. Central Asia Metals owns 100% of the Kounrad SX-EW copper operation in central Kazakhstan. Central Asia Metals owns 100% of the Sasa zinc-lead mine in North Macedonia. The Company owns an 80% interest in CAML Exploration and 100% in CAML XD, two subsidiaries formed to progress early-stage exploration opportunities in Kazakhstan. Central Asia Metals also owns a 32.6% interest in Aberdeen Minerals Ltd, a privately-owned UK company focused on the exploration and development of base metals opportunities in northeast Scotland.

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