Proposed acquisition of Cygnus Metals Limited by Central Asia Metals PLC for A$232 million

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NOT AN OFFER, SUMMARY INFORMATION ONLY

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This document does not constitute an offer to sell, or a solicitation of an offer to buy any securities in any jurisdiction. The distribution of this announcement and the offer of securities is restricted in jurisdictions outside of Australia, Canada and the United Kingdom.

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This announcement may not be released to US wire services or distributed in the United States.

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This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be unlawful. The securities referred to in this announcement have not been, and will not be, registered under the US Securities Act of 1933 (‘US Securities Act’) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

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The announcement contains summary information only, and further detailed information about CAML, Cygnus and the Scheme will be provided in the Scheme Booklet to be despatched to Cygnus shareholders in relation to the Scheme.

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NO INVESTMENT ADVICE

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This document has been prepared without taking into account the investment objectives, financial situation, taxation considerations or particular needs of any person. Before making an investment decision, prospective investors should consider the appropriateness of the information contained in, or referred to in, this joint announcement having regard to their own investment objectives, financial situation and needs and seek legal and taxation advice appropriate to their jurisdiction.

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LIMITATION ON CAML INFORMATION

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All information in this announcement in relation to CAML and its operations – including in relation to or otherwise derived from historical production, historical costs and cash flows and other financial information, or production or development plans, or infrastructure or production capacity or capability, or any forward-looking statements relating to or extrapolated from any of that information – has been sourced from CAML (‘CAML Information’). Subject to the preceding disclaimer, CAML is responsible for the CAML Information, as well as any information in this announcement that is presented on a ‘merged group’ basis (excluding to the extent derived from Cygnus Information (defined below)). None of the Cygnus Parties assume any responsibility for the accuracy or completeness of the CAML Information.

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LIMITATION ON CYGNUS INFORMATION

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All information in this announcement in relation to Cygnus and its operations – including in relation to or otherwise derived from historical production, historical costs and cash flows and other financial information, or production or development plans, or infrastructure or production capacity or capability, or any forward-looking statements relating to or extrapolated from any of that information – has been sourced from Cygnus (‘Cygnus Information’). Subject to the preceding disclaimer, Cygnus is responsible for the Cygnus Information. None of the CAML Parties assume any responsibility for the accuracy or completeness of the Cygnus Information.

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FORWARD-LOOKING STATEMENTS

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This announcement contains references to forecasts, estimates, assumptions and other forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as ‘seek’, ‘anticipate’, ‘forecast’, ‘believe’, ‘plan’, ‘estimate’, ‘expect’ and ‘intend’ and statements that an event or result ‘may’, ‘will’, ‘should’, ‘could’ or ‘might’ occur or be achieved and other similar expressions. All forward-looking statements are based on information and estimates available to CAML and Cygnus at the time of this announcement and are not guarantees of future performance. They may be affected by a variety of variables and changes in underlying assumptions that are subject to risk factors associated with the nature of the business, which could cause actual results to differ materially from those expressed herein. Examples of forward-looking statements (made at the date of this announcement unless otherwise indicated) include, among others, statements regarding intentions, beliefs and expectations, plans, strategies and objectives of the directors and management of CAML and Cygnus, the anticipated timing for and outcome and effects of the Scheme (including expected benefits to shareholders of CAML and Cygnus), whether listing on a Recognised Canadian Exchange will be achieved (including the timing thereof), indications of and guidance on synergies, future earnings or financial position or performance, anticipated production or construction or development commencement dates, costs or production outputs, capital expenditure and future demand for copper and/or gold, expectations for the ongoing development and growth potential and the future operation of CAML and Cygnus. Any forward-looking statements, as well as any other opinions and estimates, provided in this announcement are based on assumptions, contingencies and estimates existing at the time of assessment and which are subject to change without notice impacting the accuracy of those statements and which may prove ultimately to be materially incorrect, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements are not statements of historical fact and actual events and results may differ materially from those contemplated by the forward-looking statements as a result of a variety of risks, uncertainties and other factors, many of which are outside the control of CAML and Cygnus. Such factors may include, among other things, risks relating to funding requirements, commodity prices, exploration, development and operating risks (including unexpected capital or operating cost increases), production risks, competition and market risks, regulatory restrictions (including environmental regulations and associated liability, changes in regulatory restrictions or regulatory policy and potential title disputes) and risks associated with general economic conditions.

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In addition, other factors related to the Scheme that contribute to the uncertain nature of the forward-looking statements and that could cause actual results and financial condition to differ materially from those expressed or implied include, but are not limited to: the satisfaction of the conditions precedent to the consummation of the Scheme, including, without limitation, the receipt of securityholder and regulatory approvals on the terms desired or anticipated; unanticipated difficulties or expenditures relating to the Scheme, including, without limitation, difficulties that result in the failure to realise expected synergies, efficiencies and cost savings from the Scheme within the expected time period (if at all); potential difficulties in CAML’s and Cygnus’ ability to retain employees as a result of the announcement and pendency of the Scheme; disruptions of CAML’s and Cygnus’ current plans, operations and relationships with customers caused by the announcement and pendency of the Scheme; and legal proceedings that may be instituted against CAML or Cygnus following announcement of the Scheme.

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There can be no assurance that the Scheme will be implemented or that plans of the directors and management of CAML and Cygnus will proceed as currently expected or will ultimately be successful. There can also be no certainty that listing on a Recognised Canadian Exchange will be achieved (including the timing thereof). You are strongly cautioned not to place undue reliance on forward-looking statements, including in respect of the financial or operating outlook for CAML or Cygnus.

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Except as required by applicable law, the ASX or TSXV listing rules, or the AIM rules for companies, CAML and Cygnus assume no obligation to, and expressly disclaim any duty to, provide any additional or updated information or to update any forward-looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this announcement will, under any circumstances (including by reason of this announcement remaining available and not being superseded or replaced by any other presentation or publication with respect to CAML or Cygnus, or the subject matter of this announcement), create an implication that there has been no change in the affairs of CAML or Cygnus since the date of this announcement. The distribution of this announcement may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this announcement must inform themselves of and comply with any such restrictions.

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MINERAL RESOURCES REPORTING

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The information in this announcement that relates to the current Mineral Resource Estimate for the Chibougamau Project of Cygnus reported in accordance with the JORC Code 2012 and NI 43-101 has been extracted from the ASX release by Cygnus entitled ‘Cygnus reports a 78% increase in M&I resource at its Chibougamau Copper-Gold Project’ dated 17 September 2025 which is available on the Cygnus website www.cygnusmetals.com and www.asx.com and on Cygnus’ profile on SEDAR+ at www.sedarplus.ca (‘Cygnus Announcement’). Cygnus confirms that it is not aware of any new information or data that materially affects the information included in the Cygnus Announcement, and that all material assumptions and technical parameters underpinning the estimates in the Cygnus Announcement continue to apply and have not materially changed. Cygnus confirms that the form and context in which the competent person’s findings are presented have not been materially modified from the Cygnus Announcement.

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Individual grades for the metals included in the metal equivalents calculations of the Mineral Resource Estimate, as well as the price assumptions, metallurgical recoveries and metal equivalents calculations themselves are in Table 1 below. It is Cygnus’ view that all elements in the copper and gold equivalent calculations have a reasonable potential to be recovered and sold.

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Table 1: Mineral Resource Estimate for the Chibougamau Project as at 17 September 2025

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Notes:

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PRELIMINARY ECONOMIC ASSESSMENT DISCLAIMER

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The outcomes of the PEA were first announced by Doré Copper Mining Corp. on 10 May 2022 and the comprehensive technical report underpinning the PEA was announced by Doré in accordance with the requirements of NI 43-101 on 15 June 2022. The Technical Report was prepared by BBA Inc. with several consulting firms contributing to sections of the study, including SLR, SRK Consulting (Canada) Inc. and WSP Inc. The Technical Report and the announcement are available on SEDAR.

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Cygnus cautions that the PEA is a preliminary technical, conceptual and economic study undertaken by Doré of the initial evaluation and potential development of the Chibougamau Project. It is at scoping study level only, which is based on a lower level of technical assessment that is not sufficient to support the estimation of Ore Reserves and is inherently uncertain. The production targets and forecast financial information disclosed in the PEA are underpinned by Measured Mineral Resources (approximately 1.17%), Indicated Mineral Resources (approximately 32.10%) and Inferred Mineral Resources (approximately 66.73%). However, Cygnus is not able to disclose the outcomes of the PEA as the significant proportion of Inferred Resources included in the Life of Mine means that pursuant to ASX and ASIC guidance there is not considered to be sufficiently reasonable grounds for the production targets and forecast financial information disclosed in the PEA. Accordingly, Cygnus is not disclosing the production targets and forecast financial information reported in the PEA and cautions investors against making investment decisions based on such targets and forecasts.

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QUALIFIED PERSON AND NATIONAL INSTRUMENT 43-101 DISCLOSURE

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The scientific and technical information in this announcement relating to the Chibougamau Project has been reviewed and approved by Louis Beaupre, the Quebec Exploration Manager of Cygnus, who is a ‘qualified person’ for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (‘NI 43-101’). The mineral resource estimate for the Chibougamau Project referenced in this announcement has been prepared in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum ‘CIM Definition Standards on Mineral Resources and Mineral Reserves’ (May 2014) and disclosed in compliance with NI 43-101. A current technical report prepared in accordance with NI 43-101 in respect of the Chibougamau Project entitled ‘NI 43-101 Technical Report – Chibougamau Hub and Spoke Complex, Quebec, Canada’ dated as of October 31, 2025 with an effective date of August 30, 2025 is available under Cygnus’ profile on SEDAR+ at www.sedarplus.ca.

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CAUTIONARY NOTE REGARDING MINERAL RESOURCES

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Mineral resources that are not ore reserves do not have demonstrated economic viability. The estimates of mineral resources referred to in this announcement may be materially affected by environmental, permitting, legal, title, sociopolitical, marketing or other relevant issues. Inferred mineral resources have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists, or is economically or legally mineable.

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TSX VENTURE EXCHANGE

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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this announcement.

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^{_________________________________________
1} The terms of the Scheme value each Cygnus Share at A$0.176 per Cygnus Share based on the closing price of £1.56 per CAML share and a A$:£ exchange rate of A$1:£0.53 on 1 June 2026. The Scheme Consideration is based on 1,220,913,340 Cygnus Shares on issue, 1,050,000 Cygnus Shares to be issued as Stage 4 consideration for acquisition of the Beryl and Sakami projects, along with 83,621,706 Cygnus performance rights, 3,146,535 Cygnus share rights and 11,094,785 Cygnus options. For the purposes of calculating the implied equity value of the Scheme Consideration, all performance rights and share rights are assumed to convert into ordinary shares and all outstanding in-the-money options are assumed to be exercised prior to the Record Date.
² Refer to the section of this announcement titled ‘Cygnus Shareholder Support’ for further information regarding the voting intention statements (and the qualifications to those statements) and shareholders who have provided them.
³ Refer footnote 1.
⁴ Based on 79 million New CAML Shares having been issued to Cygnus shareholders under the terms of the proposed Scheme. For the purposes of calculating the fully diluted issued share capital, all performance rights and share rights of Cygnus are assumed to convert into ordinary shares and all outstanding in-the-money options of Cygnus are assumed to be exercised prior to the Record Date.
⁵ Refer to Cygnus’ ASX announcement titled ‘Cygnus reports a 78% increase in M&I resource at its Chibougamau Copper-Gold Project’ dated September 17, 2025.
⁶ Central Asia Metals PLC, 2025 Operations Update, dated 8 January 2026.
⁷ Refer to Cygnus’ ASX announcement titled ‘Cygnus reports a 78% increase in M&I resource at its Chibougamau Copper-Gold Project’ dated September 17, 2025
⁸ The Cygnus shareholders who have given voting intention statements comprise: (1) Ocean Partners Holdings Limited (156,201,460 Cygnus Shares representing 12.79% of all Cygnus Shares); (2) Equinox Partners Investment Management LLC on behalf of itself and Equinox Partners LP, Mason Hill Partners LP, Equinox Partners Precious Metals Master Fund LP, and Stichting LGP (150,829,997 Cygnus Shares representing 12.35% of all Cygnus Shares); (3) Symorgh Investments Pty Ltd (21,373,414 Cygnus Shares), Symorgh Investments Pty Ltd (7,559,199 Cygnus Shares) and Symorgh Super Pty Ltd (188,310 Cygnus Shares) (collectively, 29,120,923 Cygnus Shares representing 2.39% of all Cygnus Shares); and (4) Gold Leaf Corporate Pty Ltd (10,064,679 Cygnus Shares), Blue Leaf AC (1,000,000 Cygnus Shares), M D & S J Super Fund (2,133,912 Cygnus Shares) and Ms Sarah June Naylor (173,478 Cygnus Shares) (collectively, 13,372,069 Cygnus Shares representing 1.10% of all Cygnus Shares).Each of the aforementioned shareholders has consented to the inclusion of these voting intention statements in this document.
⁹ Dates are indicative only and may be subject to change.
¹⁰ Historical production statistics for the Chibougamau area are recorded in Leclerc. F, Harris. L. B, Bedard. J. H, Van Breeman. O and Goulet. N. 2012, Structural and Stratigraphic Controls on Magmatic, Volcanogenic, and Shear Zone-Hosted Mineralisation in the Chapais-Chibougamau Mining Camp, Northeastern Abitibi, Canada. Society of Economic Geologists, Inc. Economic Geology, v. 107, pp. 963–989.

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