Cygnus and Doré Copper Full Merger

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Outcomes from current copper exploration program anticipated early in new yr

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TORONTO, Jan. 01, 2025 (GLOBE NEWSWIRE) —

HIGHLIGHTS:

• ASX-listed Cygnus and TSXV-listed Doré have accomplished a merger by means of a Canadian statutory plan of association, with Cygnus buying 100% of the issued and excellent frequent shares of Doré
• Merger of equals has created a dual-listed Quebec-focused essential minerals firm with two core property in Quebec: the Chibougamau Copper and Gold Undertaking, and the James Bay Lithium Tasks
• The merged entity has greater than A$14m in money, underpinning the upcoming copper exploration and useful resource extension program
• The six-member board is now led by David Southam as Government Chair; with Ernest Mast as President & Managing Director based mostly in Canada
• Through the interval main as much as the closing of the merger, Doré and Cygnus applied a focused exploration program with outcomes anticipated early in Q1 CY2025

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Cygnus Metals Restricted (ASX: CY5) (“Cygnus” or the “Firm”) and Doré Copper Mining Corp. (TSXV: DCMC; OTCQB: DRCMF; FRA: DCM) (“Doré”) are happy to announce the profitable completion of their merger, ensuing within the creation of a essential minerals exploration and improvement firm to be twin listed on the Australian Securities Change (“ASX”) and the TSX Enterprise Change (“TSXV”), and anticipated to be quoted on the OTCQB. This transformative merger establishes Cygnus as a number one participant within the essential minerals sector, with a strategic deal with high-grade copper and lithium property in Quebec, Canada.

Cygnus Government Chair David Southam mentioned: “This merger is an distinctive alternative to create worth for each teams of shareholders. By combining the confirmed exploration and administration expertise of the Cygnus staff with the high-grade useful resource and immense upside on the Chibougamau Copper-Gold Undertaking, we have now the potential to unlock substantial worth. We’ve labored intently with Dore because the merger announcement to finish a focused exploration program main as much as Christmas and count on to report outcomes early on this quarter. We’ll shortly begin an aggressive drilling and geophysics program focussed on reaching robust useful resource progress and testing new targets at a time when the world desperately desires extra copper from tier-one places”.

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Former Doré President & CEO Ernest Mast mentioned: “The Doré staff is delighted to work with the Cygnus staff to create a essential minerals firm and to maximise the worth of what we all know is an impressive asset at Chibougamau. This merger will present the funding, extra experience and the technique aimed toward producing superior shareholder returns with an thrilling exploration program at Chibougamau”.

OVERVIEW

On 31 December 2024, Cygnus acquired all the issued and excellent frequent shares of Doré (“Doré Shares”) by means of a Canadian statutory plan of association, finalising the mixing of the 2 firms right into a unified, dual-listed essential minerals firm.

Underneath the phrases of the association settlement, every former Doré shareholder is entitled to obtain 1.8297 absolutely paid peculiar Cygnus shares (“Cygnus Shares”) for every Doré Share held instantly previous to the shut of the transaction (“Change Ratio”). As well as, holders of excellent Doré choices and warrants have been issued equal unquoted choices in Cygnus, adjusted to the Change Ratio. The issued capital of Cygnus following completion of the merger is ready out under.

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The Cygnus Shares are quoted on the ASX and can begin buying and selling on the TSXV beneath the ticker image “CYG” at market open on or about 3 January 2025. Cygnus has additionally utilized for citation on the OTCQB beneath the ticker image “CYGGF”, with citation topic to Cygnus receiving conditional and closing approval of the OTC and satisfying all the itemizing necessities imposed by the OTC. Cygnus will keep its major itemizing on the ASX beneath the ticker image “CY5”, guaranteeing robust market entry for traders in each Australia and North America.

It’s anticipated that the Doré Shares can be delisted from the TSXV at market shut on or about 2 January 2025 and can stop to be quoted on the OTCQB and FRA shortly thereafter.

All registered Doré shareholders are inspired to finish, signal and return the letter of transmittal, which has been beforehand mailed and is offered beneath Doré’s SEDAR+ profile at www.sedarplus.ca, with accompanying Doré share certificates and/or DRS advice-statement(s) (if relevant) to Computershare Investor Companies Inc. as quickly as potential, in the event that they haven’t already accomplished so. Non-registered Doré shareholders are inspired to contact their dealer or different middleman for directions and help in receiving the Cygnus Shares to which they’re entitled.

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For extra info on the merger, see Doré’s administration info round dated 13 November 2024, filed beneath Doré’s profile on SEDAR+ at www.sedarplus.ca on 19 November 2024.

OPPORTUNITY & STRATEGY

The completion of this merger brings collectively Doré’s high-grade Chibougamau Copper-Gold Undertaking in Quebec with Cygnus’ James Bay Lithium Tasks. Collectively, these property set up the merged entity as a key contributor to the worldwide essential minerals provide chain. The Chibougamau mission boasts Measured and Indicated Mineral Assets of three.6 million tonnes at 3.0% copper equal and Inferred Mineral Assets of seven.2 million tonnes at 3.8% copper equal.¹ Moreover, the mission is supported by an present 900,000 tonnes every year processing facility, the one such infrastructure inside a 250-kilometre radius, together with wonderful entry to hydropower, transportation networks, and a talented workforce.

The strategic rationale for the merger is supported by a shared dedication to progress and worth creation. The merged firm will leverage the exploration and improvement experience of Cygnus and Doré to increase sources at Chibougamau whereas advancing the lithium exploration program in James Bay. With Quebec recognised as a number one jurisdiction for essential minerals exploration, the merged entity is well-positioned to learn from robust authorities and neighborhood assist.

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Cygnus may also profit from enhanced entry to capital markets by means of its twin itemizing on the ASX and the TSXV and anticipated citation on the OTCQB, which is anticipated to extend liquidity and broaden its shareholder base. The current profitable A$11 million capital elevating introduced in October 2024, leading to present money reserves of roughly A$14 million, present a robust monetary platform to fund exploration and improvement initiatives. The Firm goals to prioritise useful resource progress at Chibougamau, with rapid plans for an aggressive exploration drilling marketing campaign in 2025.

Following the completion of the merger, Cygnus will embark on a brand new part of progress, specializing in integrating operations, driving exploration success, and progressing in direction of improvement milestones. Shareholders are inspired to observe updates on the anticipated TSXV and OTCQB itemizing and citation, resepctively, and operational developments because the Firm advances its twin technique of copper and lithium improvement.

MERGED BOARD & EXECUTIVES

The newly shaped Board of Administrators for the merged entity has been fastidiously structured to make sure balanced illustration and experience from each Cygnus and Doré. The Board now includes six members, with three administrators from every of Cygnus and Doré.

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David Southam, the Government Chair of Cygnus, continues in his function as Government Chair of the merged group, bringing intensive expertise in company technique, essential minerals exploration and mission improvement. Ernest Mast, the previous President and CEO of Doré, has taken on the function of President and Managing Director of Cygnus, leveraging his deep data of the Chibougamau copper mission, exploration, base metallic processing, authorities and neighborhood relations, and a robust monitor document in copper mission improvement. The important thing phrases of Mr Mast’s engagement are set out in Appendix B.

The remaining board positions embody two non-executive administrators from every firm. Representing Cygnus is Kevin Tomlinson, a Canada-based director with vital expertise in mining and capital markets, and Raymond Shorrocks, an Australia-based director with a robust background in company finance and governance. From Doré, Mario Stifano, the previous Government Chairman of Doré, and Brent Omland, a seasoned finance government with intensive business expertise, have joined Cygnus as non-executive administrators, offering continuity and experience in strategic oversight.

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Key executives within the merged group are as follows:

• Duncan Grieve – Vice President Exploration. Mr Grieve (from Cygnus) will lead all exploration and useful resource extension packages
• Nicholas Kwong – Chief Working Officer. Mr Kwong (from Doré) is accountable for main all improvement examine work, baseline research and security and setting at Chibougamau
• Carl Travaglini – Chief Monetary Officer & Joint Firm Secretary (from Cygnus)
• Maddison Cramer – Joint Firm Secretary (from Cygnus)

ISSUED CAPITAL

Pursuant to the completion of the merger, 310,662,984 Cygnus Shares have been issued to Doré shareholders. Following completion of the merger, the issued capital of Cygnus is as follows:

EARLY WARNING REPORTING

By advantage of Cygnus’ acquisition of all the shares of Doré by means of statutory plan of association, Cygnus is required to file an early warning report pursuant to Nationwide Instrument 62-103 – The Early Warning System and Associated Take-Over Bid and Insider Reporting Points. A replica of the early warning report can be filed beneath Doré’s SEDAR+ profile at www.sedarplus.ca. A replica of the early warning report may be obtained from Maddison Cramer, Joint Firm Secretary, at +61 8 9220 9030.

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This announcement has been authorised for launch by the Board of Administrators of Cygnus.

About Cygnus Metals

Cygnus Metals Restricted (ASX: CY5, TSXV: CYG) is a diversified essential minerals exploration and improvement firm with initiatives in Quebec, Canada and Western Australia. The Firm is devoted to advancing its Chibougamau Copper-Gold Undertaking in Quebec with an aggressive exploration program to drive useful resource progress and develop a hub-and-spoke operation mannequin with its centralised processing facility. As well as, Cygnus has high quality lithium property with vital exploration upside within the world-class James Bay district in Quebec, and REE and base metallic initiatives in Western Australia. The Cygnus staff has a confirmed monitor document of turning exploration success into manufacturing enterprises and creating shareholder worth.

Ahead Wanting Statements

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This doc comprises “forward-looking info” and “forward-looking statements” that are based mostly on the assumptions, estimates, evaluation and opinions of administration made in mild of its expertise and its notion of tendencies, present circumstances and anticipated developments, in addition to different elements that administration of Cygnus believes to be related and cheap within the circumstances on the date that such statements are made, however which can show to be incorrect. Ahead-looking statements embody statements which can be predictive in nature, depend on or discuss with future occasions or circumstances, or embody phrases similar to ‘expects’, ‘anticipates’, ‘plans’, ‘believes’, ‘estimates’, ‘seeks’, ‘intends’, ‘targets’, ‘initiatives’, ‘forecasts’, or unfavorable variations thereof and different related expressions, or future or conditional verbs similar to ‘could’, ‘will’, ‘ought to’, ‘would’ and ‘might’. Though Cygnus and its administration consider that the assumptions and expectations represented by such info are cheap, there could be no assurance that the forward-looking info will show to be correct. Ahead-looking info entails identified and unknown dangers, uncertainties, and different elements which can trigger the precise outcomes, efficiency or achievements of Cygnus to be materially completely different from any anticipated future outcomes, efficiency or achievements expressed or implied by such forward-looking info. Such elements embody, amongst others, the precise outcomes of present or future exploration, modifications in mission parameters as plans proceed to be evaluated, modifications in legal guidelines, laws and practices, the geopolitical, financial, allowing and authorized local weather that Cygnus operates in, in addition to these elements disclosed in Cygnus’ publicly filed paperwork. No illustration or guarantee is made as to the accuracy, completeness or reliability of the data, and readers mustn’t place undue reliance on forward-looking info or depend on this doc as a advice or forecast by Cygnus. Cygnus doesn’t undertake to replace any forward-looking info, besides in accordance with relevant securities legal guidelines.

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Certified Individuals and Compliance Statements

The scientific and technical info on this information launch has been reviewed and accepted by Ms Laurence Huss, the Quebec In-Nation Supervisor of Cygnus, a “certified particular person” as outlined in Nationwide Instrument 43-101 – Requirements of Disclosure for Mineral Tasks.

The Firm first introduced the overseas estimate of mineralisation for the Chibougamau Undertaking on 15 October 2024. The Firm confirms that the supporting info included within the announcement of 15 October 2024 continues to use and has not materially modified. Cygnus confirms that it isn’t conscious of any new info or information that materially impacts the data included within the authentic announcement and that each one materials assumptions and technical parameters underpinning the estimates within the authentic announcement proceed to use and haven’t materially modified. The Firm confirms that the shape and context by which the Competent Individuals’ findings are introduced haven’t been materially modified from the unique market announcement.

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Neither TSX Enterprise Change nor its Regulation Companies Supplier (as that time period is outlined in insurance policies of the TSX Enterprise Change) accepts duty for the adequacy or accuracy of this launch.

APPENDIX A – Chibougamau Copper-Gold Undertaking – International Estimate Disclosures as at 30 March 2022

Notes:

1. Cygnus Metals Ltd cautions that Mineral Assets for the Chibougamau Copper Undertaking, incorporating Nook Bay, Devlin, Cedar Bay and Joe Mann, are reported in accordance with the necessities making use of to overseas estimates within the ASX Itemizing Guidelines and, as such, should not reported in accordance with the JORC Code (2012 Version). A Competent Individual has not but accomplished adequate work to categorise the sources as Mineral Assets that fulfill the rules offered within the JORC Code (2012 Version). It’s unsure that following analysis and/or additional exploration work that the Mineral Assets will be capable to be reported as Mineral Assets in accordance with the JORC Code (2012 Version).
2. All sources have been ready in accordance with CIM Requirements. Please discuss with Cygnus’ announcement on 15 October 2024 for added technical info regarding the overseas estimate.
3. The Mineral Useful resource estimates embody Inferred Mineral Assets which can be thought-about too speculative geologically to have financial issues utilized to them that might allow them to be categorised as Mineral Reserves. There’s additionally no certainty that Inferred Mineral Assets can be transformed to Measured and Indicated classes by means of additional drilling, or into Mineral Reserves as soon as financial issues are utilized.
4. Numbers could not reconcile exactly as a result of rounding.
5. Mineral sources have been reported at a cut-off grades of two.6 g/t Au at Joe Mann, 1.3% Cu at Nook Bay, 2.9 g/t Au at Cedar Bay and 1.2% Cu at Devlin. Mineral Assets at Joe Mann are estimated utilizing a long-term gold worth of US$1,800/oz Au, and a metallurgical gold restoration of 83%. Mineral Assets at Nook Bay and Devlin are estimated utilizing a long-term copper worth of US$3.75 per pound, and a metallurgical copper restoration of 95%. Mineral Assets at Cedar Bay are estimated utilizing a long-term gold worth of US$1,400/oz Au, and a metallurgical gold restoration of 90%.
6. Steel equivalents for the overseas estimate have been calculated at a copper worth of US$8,300/t, gold worth of US$2,000/oz, silver worth of US$25/oz and zinc worth of $2,500/t. Copper equal was calculated based mostly on the formulation CuEq (%) = Cu(%) + (Au (g/t) x 0.77472) + (Ag (g/t) x 0.00968) + (Zn (%) x 0.3012). Metallurgical restoration elements haven’t been utilized at the moment to copper equivalents calculation as a result of variance of geology inside the camp and lack of accessible information. It’s the Firm’s view that each one parts within the copper equal calculations have an inexpensive potential to be recovered and offered.

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APPENDIX B – Key Phrases of Ernest Mast’s Engagement

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¹ The Mineral Useful resource estimate on the Chibougamau Undertaking is a overseas estimate ready in accordance with CIM Requirements. A reliable particular person has not accomplished adequate work to categorise the overseas estimate as a mineral useful resource in accordance with the JORC Code, and it’s unsure whether or not additional analysis and exploration will end in an estimate reportable beneath the JORC Code.

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