Cygnus Metals Ltd — Proxy Solicitation & Information Statement 2026

Apr 1, 2026

Cygnus Metals Limited
ACN 609 094 653
(Company)

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting of Shareholders of Cygnus Metals Limited (Company) will be held at the offices of the Company at Level 2, 8 Richardson Street, West Perth, Western Australia 6005, on Friday, 1 May 2026 at 9:00am (AWST), which corresponds to 9:00pm (Toronto time) on Thursday, 30 April 2026, and at any adjournments thereof, for the purposes set forth in the notice of the Meeting (Meeting).

The information contained herein is given as of Wednesday, 25 March 2026, unless otherwise noted. The information contained in this Notice and Explanatory Memorandum is furnished in connection with the solicitation by management of the Company of proxies to be used at the Meeting. It is expected that the solicitation will be made primarily by mail or telephone, but proxies may also be solicited personally by directors, officers or regular employees of the Company. Such persons will not receive any extra compensation for such activities. All costs of solicitation of proxies by management will be borne by the Company.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm (AWST) on Wednesday, 29 April 2026, which corresponds to 5:00am (Toronto time) on Wednesday, 29 April 2026 (the Registration Date).

In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (NI 54-101), Canadian beneficial shareholders as of 25 March 2026 (the “Canadian Beneficial Holder Record Date”) are entitled to receive notice of the Meeting and to provide instructions to vote at the Meeting. Please see the “Voting and Attendance Information” section of the Explanatory Memorandum for further voting information for Canadian beneficial shareholders and registered shareholders.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting and disclosure required by Canadian securities law. The Explanatory Memorandum and the Proxy Form form part of the Notice.

Terms and abbreviations used in the Notice are defined in the Schedule.

Agenda

1 Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 31 December 2025, which includes the Financial Report, the Directors' Report and the Auditor's Report.

Note: there is no requirement for Shareholders to approve the Annual Report.

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2 Resolutions

Resolution 1 – Remuneration Report

To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:

'That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the Explanatory Memorandum.'

Note: a vote on this Resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 – Election of Director – Ernest Mast

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, Ernest Mast, who retires in accordance with Rules 6.1(e) and (i) of the Constitution, Listing Rule 14.4 and for all other purposes, retires and, being eligible and offering himself for election, is elected as a Director on the terms and conditions in the Explanatory Memorandum.'

Resolution 3 – Re-election of Director – Kevin Tomlinson

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, Kevin Tomlinson, who retires in accordance with Rules 6.1(f) and (i) of the Constitution, Listing Rule 14.4 and for all other purposes, retires and, being eligible and offering himself for re-election, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum.'

Resolution 4 – Re-election of Director – Raymond Shorrocks

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, Raymond Shorrocks, who retires in accordance with Rules 6.1(f) and (i) of the Constitution, Listing Rule 14.4 and for all other purposes, retires and, being eligible and offering himself for re-election, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum.'

Resolution 5 – Approval of 10% Placement Facility

To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, on the terms and conditions in the Explanatory Memorandum.'

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Resolution 6 – Ratification of agreement to issue Stage 4 Beryl Consideration Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the agreement to issue up to 600,000 Stage 4 Beryl Consideration Shares, on the terms and conditions in the Explanatory Memorandum.'

Note: these Shares are to be issued as part consideration for the Company's interest in mining claims that extend the Auclair Project. As at the date of this Notice, the Board has not resolved whether or not to proceed with Stage 4 of the Beryl Option Agreement. Notwithstanding whether or not Shareholders approve this Resolution 6, there is no certainty that the Board will agree to issue the Stage 4 Beryl Consideration Shares to the Beryl Vendors.

Resolution 7 – Ratification of agreement to issue Stage 4 Sakami Consideration Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the agreement to issue up to 450,000 Stage 4 Sakami Consideration Shares, on the terms and conditions in the Explanatory Memorandum.'

Note: these Shares are to be issued as part consideration for the Company's interest in mineral claims comprising the Sakami Project. As at the date of this Notice, the Board has not resolved whether or not to proceed with Stage 4 of the Sakami Option Agreement. Notwithstanding whether or not Shareholders approve this Resolution 7, there is no certainty that the Board will agree to issue the Stage 4 Sakami Consideration Shares to the Sakami Vendors.

Resolution 8 – Insertion of Proportional Takeover Bid Approval Provisions

To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:

'That, the modification of the Constitution to insert proportional takeover bid approval provisions for a period of three years from the date of approval of this Resolution is approved under and for the purposes of sections 648G and 136(2) of the Corporations Act and for all other purposes.'

Resolution 9 – Appointment of Auditor

To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution the following:

'That, BDO Audit Pty Ltd, be appointed as auditor of the Company with effect from the end of the Meeting, on the terms and conditions in the Explanatory Memorandum.'

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Resolution 10(a) to (b) – Ratification of prior issue of Placement Shares

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 156,250,000 Placement Shares as follows:

(a) 49,813,666 Placement Shares issued under Listing Rule 7.1; and
(b) 106,436,334 Placement Shares issued under Listing Rule 7.1A,

on the terms and conditions in the Explanatory Memorandum.'

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Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

(a) Resolution 5: if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

(b) Resolution 6: by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Stage 4 Beryl Consideration Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates, or their nominees.

(c) Resolution 7: by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Stage 4 Sakami Consideration Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates, or their nominees.

(d) Resolution 10(a) to (b) (inclusive): by or on behalf of any person who participated in the issue of these Placement Shares, or any of their respective associates, or their nominees.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

(b) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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4 Voting prohibitions

Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

BY ORDER OF THE BOARD

Maddison Cramer
Joint Company Secretary
Cygnus Metals Limited
Dated: 25 March 2026