(Adds transaction highlights from fifth paragraph)
Central Asia Metals (AIM: CAML) and Cygnus Metals Limited (ASX: CY5, CYG.V) said earlier Tuesday they entered into a definitive Scheme Implementation Deed (SID), under which CAML has agreed to acquire 100% of Cygnus' fully paid ordinary shares. Cygnus shareholders will receive 0.06 new CAML shares for each Cygnus share held on the prescribed record date.
Tuesday's statement noted the terms of the scheme value each Cygnus Share at A$0.176 per Cygnus Share based on the closing price of 1.56 British pounds per CAML share and an Australian dollar to British pound exchange rate of A$1:0.53 British pound on June 1, 2026. The Scheme Consideration values the fully diluted share capital of Cygnus at A$232 million.
Shares in CYG were down $0.01 at $0.115 in Canada yesterday, giving it a market capitalization of around $140 million.
Immediately following implementation of the scheme, it is expected that existing CAML shareholders will own approximately 70%, and Cygnus shareholders will own approximately 30%, of CAML's enlarged fully diluted issued share capital, the statement said.
Among highlights, Tuesday's statement noted the transaction adds the Chibougamau Project in Quebec, Canada, a flagship high-grade copper-gold development asset in a high-quality jurisdiction, to CAML's portfolio of producing operations.
The all-scrip transaction delivers premium for Cygnus shareholders while retaining upside exposure to the Chibougamau Project, it said.
Major shareholders of Cygnus, which together currently own and/or control in aggregate approximately 29% of Cygnus shares on issue have confirmed their intention to vote their respective Cygnus Shares in favour of the scheme, it added.