Hamilton Locke is pleased to have advised Cygnus Metals Limited (ASX/TSXV: CY5) on its proposed acquisition by Central Asia Metals PLC (AIM: CAML). Cygnus is a diversified critical minerals exploration and development company with key assets located in Tier 1 mining jurisdictions, including its flagship Chibougamau Copper-Gold Project in Québec, Canada. CAML is a UK-incorporated, AIM-listed base metals producer headquartered in London, operating the Kounrad copper SX-EW operation in Kazakhstan and the Sasa underground zinc-lead mine in North Macedonia.
The proposed acquisition, valued at approximately A$232 million, will be implemented by way of an Australian Court-approved scheme of arrangement. The transaction delivers an attractive premium for Cygnus shareholders while preserving their ongoing exposure to the Chibougamau Copper-Gold Project through scrip consideration in CAML. A key feature of the transaction is an election mechanism that allows eligible Scheme Shareholders to elect to potentially receive their New CAML Shares listed on either AIM or a recognised Canadian exchange (being the TSX or TSXV), facilitating early trading and liquidity for shareholders across multiple markets from the Implementation Date.
Commenting on the transaction, Hamilton Locke Partner James Nicholls said: “This is a compelling cross-border transaction that brings together two complementary businesses with strong assets across multiple jurisdictions. We are delighted to have advised the Cygnus team on achieving an excellent outcome for shareholders.”
Hamilton Locke Partner Shaun Hardcastle added: “It has been a privilege to continue supporting Cygnus as a longstanding client through this significant milestone. Seeing the Cygnus team execute a transaction of this complexity and ambition is a testament to the quality of the business they have built.”
Hamilton Locke advised Cygnus on all Australian legal aspects of the transaction, including corporate and M&A advisory in connection with the Scheme Implementation Deed, Scheme of Arrangement and associated transaction documents.
Cygnus received further support on the transaction with Canaccord Genuity acting as exclusive financial adviser and Osler, Hoskin & Harcourt LLP providing Canadian legal advisory support.
The Hamilton Locke team was led by Partners James Nicholls and Shaun Hardcastle, closely supported by Senior Associate Jeremy O’Hara and Associates Christopher Simpson and Tasmin Cilliers. Specialist tax advice was provided by Seema Sandhu and Anushka De Alwis.
