CY5 cygnus metals limited

14 Points supporting my NO vote to the CAML offer

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    Apologies for length of post - Important topic for us shareholders !

    There is an attempt being made to market to the shareholders the position that the offer from CAML to purchase the company’s shares at an equivalent of 0.176 per share as a good offer for them.

    The offer requires 75% shareholder approval of 50% of shareholders.

    The shareholders in bulk have the power to vote it down.

    14 points (I’m sure there are more) that I consider indicate that the offer does not represent a fair value to shareholders (despite the apparent attempts to paint the picture that it does):


    1. On 25 January 2026 CY5’s share price was 0.25

    2. On 13 March 2026 there was a strongly supported institutional placement for $25 million at 0.16, The institutional placement was at a minor discount of 5.9% of the last share price of 0.17. The commentary from David Southam accompanying the placement was that:

    “We delivered on our strategy at Chibougamau in our first year of ownership with more resources, including more indicated resources, and a new resource at the Golden Eye discovery. “This new round of funding is designed to grow our resources further, upgrade more resources into high confidence categories and aggressively drill some recently identified high grade gold-copper targets. “With three rigs now operating and production studies progressing, we have several avenues for driving rapid shareholder value”.


    3. The minimum fair price base from which to apply the 60% takeover premium now offered would be the price at the last $25 million placement, that is 0.17. When the 60% premium is applied to the price prior to the last placement a price of 0.27 is obtained.

    4. There is justification given the strength of Cy5’s resources and potential suitors and the current share price, to apply a premium greater than 60% and closer to 100% which would give a takeover price of 0.34 which roughly coincides with the low consensus 12 month target for CY5.

    5. CY5 has institutional backing including from global institutions including Macquarie, Ocean Partners Holdings, Equinox Partners, ASA Gold and Previous Metals and Macquarie.

    6. Macquarie as far as my research indicates purchased over two million dollars of CY 5 shares at 0.21 within the last 2 or three months. Macquarie’s last 12 month target for CY5 that I can find is 0.45.

    7. Euroz Hartleys last 12 month target for CY5 was 0.53 (25/05/26) previously its target was 0.70 (20/1/26).

    8. CY5 is universally rated by brokers as ‘Buy’ – between moderate buy to strong buy.

    9. CY5 ended the last quarter with $33.3m in cash. Using the last quarterly cash burn og $4.88m, this equates to 6.8 quarters, 18 months of cash.

    10. CY5 has a joint venture partner in Alamos Gold.

    11. CY5’s multiple resource projects have both scale and grade. Copper is universally considered to be coming into serious short supply in coming years and it is universally known that current large reserves are being depleted and reaching lower grades. Exhausted reserves is the position that CAML is presently in (see further below).

    12. The current offer has come immediately upon a 50% share price drop in 6 months without any objective basis to justify the drop. The inference is that the drop has either been manipulated or the offer has been opportunistically made following a disconnect in share price and value.

    13.The backing of CY5 from international institutional investors including the current offer from CAML indicates that CY5 has already gained the attention of large international players.

    14. CAML’s need for a resource: ‘CAML has been on the hunt for another mine for years,given its Kazakh Kounrad operation has less than a decade of life remaining’: seeInvestors Chronicle: 2/6/26.CAML’s shares tumbled in March on newsthat it was having difficulty at the Sasa mine in North Macedonia, making anall-share deal far more expensive than a few months ago. After the bruisingexperience with New World Resources last year, where CAML traded bidswith a Canadian private equity firm, the company has built in some protectionto this deal. This is in the form of a call option, where CAML can quickly takea 9.9 per cent stake in Cygnus if another bidder arrives on the scene. Itsshares rose 1 per cent on the news’: Investor’s Chronicle 2/6/26. This indicates the level of value that CAML sees in CY5 and adds CAML to the list of international backers of CY5.


    In my view the price offered by CAML is below what would be the fair price for shareholders given the multiple X factors that this company possesses. CAML and other institutional supporters of CY5 obviously perceive these multiple X factors.

    I have no objection to CAML as a company or to a takeover in principle, but the present offer is not one which offers proper value to shareholders for this rare X factor company - no debt, significant cash, multiple institutional backers, on trend resource coming into short supply, scale and grade.

    There is no reason why such a company should accept such a low offer. I cannot think of a single viable reason for the board to allow the shareholders to be low balled.

    I will be exercising my power at the scheme meeting to vote NO, leaving the path open for a better offer from CAML, which can clearly afford a better offer, or alternatively another entity. If the board are not prepared to go to bat for the shareholders which they appear not to be, the shareholders have the option to step up to protect themselves and reflect that back to the board.

    I believe the board have not sufficiently protected shareholders in aligning to the current offer and the shareholders should exercise their power, push back, vote NO and seek to orchestrate a better outcome for themselves (whether we succeed or not).

    Disclaimer: I have done my best to recount the matters aboveaccurately, but I expect fellow posters to check my facts and do their ownresearch. Any correction or different viewpoint is welcome.

 
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