Cygnus Metals Limited (ASX: CY5; TSXV: CYG; OTCQB: CYGGF) (Cygnus or the Company) refers to the proposed transaction under which Central Asia Metals PLC (AIM: CAML) (CAML) will acquire 100% of the shares in Cygnus pursuant to a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (Corporations Act), (Scheme).
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PLC → refer → Act
Cygnus is pleased to announce that Scheme Shareholders today voted in favour of the Scheme.
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Shareholders → announce → Scheme
Capitalised terms in this announcement that are not otherwise defined have the meaning given to them in the Scheme Booklet dated 13 August 2026.
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that → define → Booklet
In accordance with ASX Listing Rule 3.13.2 and section 251AA(2) of the Corporations Act, Cygnus advises that the Scheme Resolution was passed by the Minority Approval Vote and the Requisite Majorities of Cygnus Shareholders at the Scheme Meeting held earlier today.
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Resolution → advise → Meeting
In summary, at the Scheme Meeting voting on the Scheme Resolution was conducted and carried out on a poll, and was passed by the following majorities:
- 81.38% of Cygnus Shareholders present and voting at the Scheme Meeting (in-person, or by proxy, corporate representative or attorney) were in favour of the Scheme Resolution;
- 98.35% of the total number of votes cast by Cygnus Shareholders at the Scheme Meeting were in favour of the Scheme Resolution; and
- 97.88% of the total numbers of votes cast by Scheme Shareholders at the Scheme Meeting (in-person or by proxy, corporate representative or attorney), voting as a single class, on the basis of one vote per Scheme Share held, excluding for the purposes of the Minority Approval Vote, those votes required to be excluded by MI 61-101.
Details of the valid proxies received and votes cast at the Scheme Meeting are set out in Annexure A and Annexure B to this announcement.
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Details → conduct → announcement
Cygnus will apply to the Supreme Court of Western Australia (Court) for approval of the Scheme at a hearing scheduled at 2:15pm (AWST) on Wednesday, 23 September 2026 (Second Court Hearing).1
If the Court approves the Scheme at the Second Court Hearing, Cygnus intends to lodge a copy of the Court orders with ASIC on the following day (Thursday, 24 September 2026), when the Scheme will become Effective.
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Scheme → apply → day
It is expected that Cygnus will be suspended from trading on the ASX from the close of trading on Thursday, 24 September 2026 and the TSXV from the close of trading on Wednesday, 23 September 2026, and the Scheme will be implemented on Monday, 5 October 2026.
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Scheme → expect → Monday
The key dates and times for implementation of the Scheme are as follows:
*All stated dates and times are indicative only.
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dates → follow → Scheme
The actual timetable will depend on many factors outside the control of Cygnus and CAML, including the Court approval process and the satisfaction or waiver (where applicable) of the conditions precedent to completion of the Scheme.
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timetable → depend → Scheme
Any changes to the above timetable will be announced to ASX and will be available under Cygnus’ profile on ASX at https://www.asx.com.au/.
Further information
If you have any questions about the Scheme, please contact Cygnus’ Scheme Information Line on 1300 103 401 (from within Australia) or +61 2 9066 4063 (from outside Australia), Monday to Friday (excluding Australian public holidays) between 8:30am to 5:00pm (AWST).
This announcement has been authorised for release by the Board of Cygnus Metals Limited.
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announcement → announce → Limited
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this announcement may constitute “forward-looking information” within the meaning of applicable securities laws.
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statements → regard → laws
Examples of forward-looking statements in this announcement include, among others, statements regarding: the completion of the Scheme and the remaining related steps therefor, including timing thereof.
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Examples → look → timing
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or timing to differ materially from those anticipated or implied by such forward-looking information.
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results → involve → information
Information about the risks and assumptions affecting the forward-looking information herein can be found in the “Risk Factors” section in the Scheme Booklet dated 13 August 2026, a copy of which is available under Cygnus’ profile on SEDAR+ at www.sedarplus.ca.
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copy → affect → www.sedarplus.ca
All of the forward-looking information in this announcement is qualified by these cautionary statements.
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All → look → statements
Cygnus assumes no obligation to publicly update or revise such information, except as may be required by applicable law and the rules of the ASX and the TSX Venture Exchange.
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Cygnus → assume → ASX
Neither 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 release.
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term → define → release
The Second Court Hearing may not take place at this time and date if all of the conditions precedent to the Scheme (other than approval of the Scheme at the Second Court Hearing) have not been satisfied or waived (as applicable) before the Delivery Time on the Second Court Date.
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all → take → Date
Details of the conditions precedent to the Scheme are included in section 8.1(c) of the Scheme Booklet.
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Details → include → Booklet
Cygnus Shareholders should refer to Cygnus’ ASX announcement dated 14 September 2026 titled “Update on Scheme of Arrangement” which provides an update on the status of the conditions precedent to the Scheme, including the Kazakhstan regulatory approval condition precedent which has not yet been satisfied.
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which → refer → precedent
Any changes to the Second Court Date or the Scheme timetable set out in the Scheme Booklet will be announced to ASX and available under Cygnus’ profile at www.asx.com.au.
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changes → set → www.asx.com.au
The Aporia
