REG - Cornish Metals Inc. - RESULTS OF SPECIAL MEETING OF SHAREHOLDERS

Cornish MetalsAnnouncement

04/12/2025 07:00

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RNS Number : 1517K  Cornish Metals Inc.  04 December 2025

 

RESULTS OF SPECIAL MEETING OF SHAREHOLDERS

 

Vancouver, December 3, 2025

Cornish Metals Inc. (AIM/TSXV: CUSN) ("Cornish Metals", "Cornish Canada" or
the "Company"), a mineral exploration and development company focused on
advancing its wholly owned and permitted South Crofty tin project in Cornwall,
United Kingdom, is pleased to announce the results of the Special Meeting of
shareholders held via live audio teleconference on December 3, 2025 (the
"Meeting") to seek the shareholder approval to approve the reorganisation
("Re-Domicile") of its corporate structure by way of a court approved plan of
arrangement (the "Arrangement") previously announced in the Company's news
release dated October 7, 2025.

The special resolution approving the Arrangement was approved by: (i) 99.95%
of the votes cast by the Company's shareholders (the "Cornish Canada
Shareholders") present or represented by proxy at the Meeting; (ii) 99.91% of
the votes cast by Cornish Canada Shareholders, holders of stock options of the
Company and holders of performance share units of the Company, voting together
as a single class, present or represented by proxy at the Meeting; and (iii)
99.95% of the votes cast by Cornish Canada Shareholders present or represented
by proxy at the Meeting, other than votes attached to the common shares of the
Company (the "Cornish Canada Shares") required to be excluded pursuant to
Multilateral Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions. Accordingly, all approvals required in order to proceed
with the Arrangement have been obtained.

 

As previously disclosed in the Company's news release dated October 7, 2025,
The Arrangement will be completed by all Cornish Canada Shareholders
transferring all of the issued and outstanding Cornish Canada Shares to
Cornish Metals plc ("Cornish UK") in exchange for the issue to them of new
shares in Cornish UK ("Cornish UK Shares"), on the basis of one (1) Cornish UK
Share for ten (10) Cornish Canada Shares, rounded down to the nearest whole
number of Cornish UK Shares. In the event that any holder of Cornish Canada
Shares holds fewer than ten (10) Cornish Canada Shares, or the number of
Cornish Canada Shares held when divided by ten (10) is not a whole number,
such allocation will be rounded down to the nearest whole number (or zero, if
fewer than ten (10) Cornish Canada Shares are held immediately prior to the of
effective date of the Arrangement).

 

Further specific details regarding the Arrangement and the procedure for
exchange of Cornish Canada Shares for Cornish UK Shares can be found in the
Company's management information circulated dated October 22, 2025, related to
the Meeting (the "Circular"). The Circular and accompanying letter of
transmittal ("Letter of Transmittal") are available under the Company's SEDAR+
profile at www.sedarplus.ca (http://www.sedarplus.ca) and on the Company's
website at https://cornishmetals.com/investors/shareholder-meetings/
(https://cornishmetals.com/investors/shareholder-meetings/) .

 

Registered Cornish Canada Shareholders (other than depositary interest
holders) who have not already done so must complete and sign the Letter of
Transmittal and return it, together with the certificate(s)/DRS advices(s)
representing their Cornish Canada Shares and any other required documents and
instruments, in accordance with the procedures set out in the Letter of
Transmittal and instructions provided in the Circular.

 

Final Order Hearing before the Ontario Superior Court of Justice

 

The Arrangement requires the final approval of the Ontario Superior Court of
Justice (Commercial List) (the "Court").

 

As previously disclosed the Company's news release dated November 3, 2025, on
October 20, 2025, the Company obtained an interim order (the "Interim Order")
from the Court authorizing the holding of the Meeting and matters relating to
the conduct of the Meeting. Subject to the terms of the Interim Order, the
Company intends to make an application to the Court for the final order
approving the Arrangement (the "Final Order"). The application for the Final
Order is expected to take place on December 11, 2025, or at any other date and
time as the Court may direct.

Expected timetable of principle events

Subject to customary closing conditions, include receipt of the Final Order
and final approval from the TSXV, it is expected that the closing of the
Arrangement will occur on or about December 16, 2025. Admission of the entire
issued share capital of Cornish UK to trading on AIM is expected to occur on
or about December 18, 2025, subject to satisfaction of the conditions to
closing. The following is an anticipated timeline of principle events relating
to the closing of the Arrangement.

                                                                     2025
 Final Court hearing for approval of the Plan of Arrangement         December 11
 Effective Date of the Plan of Arrangement                           December 16
 Delisting of Cornish Canada Shares on TSXV                          December 16
 Last day of trading of Cornish Canada Shares on AIM                 4:30 p.m. (London time) on December 16
 Suspension of Cornish Canada Shares on AIM                          7.30 a.m. (London time) on December 17
 Cancellation of Trading of Cornish Canada Shares on AIM             7.00 am (London time) on December 18
 Admission and commencement of dealings of Cornish UK Shares on AIM  08:00 a.m. (London time) on December 18
 CREST accounts expected to be credited by                           18 December
 Dispatch of definitive share certificates by                        Within ten business days of Admission

 ISIN Code for Cornish UK Shares                                     GB00BSLNG492
 SEDOL Code for Cornish UK Shares                                    BSLNG49
 AIM TIDM for Cornish UK                                             TIN

This timetable is indicative only. The actual timetable will depend upon the
time at which the conditions precedent to the Arrangement, including
conditions relating to receipt of regulatory approvals, are satisfied or, if
applicable, waived. Any variation to the timetable set out above will be
announced by Cornish Canada and published on Cornish Canada's website.

ABOUT CORNISH METALS

Cornish Metals is a mineral exploration and development company that is
advancing the South Crofty critical mineral project towards production. South
Crofty:

·    is a historical underground tin mine located in Cornwall, United
Kingdom and benefits from existing mine infrastructure including multiple
shafts that can be used for future operations;

·    is the highest grade known tin resource not in production;

·    is permitted to commence underground mining (valid to 2071),
construct a new processing facility and for all necessary site infrastructure;

·    would be potentially the first primary producer of tin in Europe or
North America. Tin is a Critical Mineral as defined by the UK, American, and
Canadian governments as it is used in almost all electronic devices and
electrical infrastructure. Approximately two-thirds of the tin mined today
comes from China, Myanmar and Indonesia;

·    benefits from strong local community, regional and national
government support with a growing team of skilled people, local to Cornwall,
and could generate over 300 direct jobs.

ON BEHALF OF THE BOARD OF DIRECTORS

"Don Turvey"

Don Turvey

CEO and Director

 

ENDS

 

 

Engage with us directly at our investor hub. Sign up at:
https://investors.cornishmetals.com/link/rkD8kP
(https://investors.cornishmetals.com/link/rkD8kP)

 

For additional information please contact:

 

 Cornish Metals                           Fawzi Hanano       investors@cornishmetals.com (mailto:investors@cornishmetals.com)

                                          Emily Allhusen     info@cornishmetals.com (mailto:info@cornishmetals.com)
                                                             Tel: +44 1209 715 777

 SP Angel Corporate Finance LLP           Richard Morrison   Tel: +44 203 470 0470

 (Nominated Adviser & Joint Broker)       Charlie Bouverat

 Hannam & Partners                        Andrew Chubb       cornish@hannam.partners (mailto:cornish@hannam.partners)

 (Joint Broker)                           Jay Ashfield       Tel: +44 207 907 8500

 BlytheRay                                Tim Blythe         cornishmetals@blytheray.com (mailto:cornishmetals@blytheray.com)

 (Financial PR)                           Megan Ray          Tel: +44 207 138 3204

                                          Said Izagaren

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.

Caution regarding forward looking statements

This news release may contain certain "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking statements").
Forward-looking statements are often, but not always, identified by the use of
words such as "seek", "anticipate", "believe", "plan", "estimate", "forecast",
"expect", "potential", "project", "target", "schedule", "budget" and "intend"
and statements that an event or result "may", "will", "should", "could",
"would" or "might" occur or be achieved and other similar expressions and
includes the negatives thereof. Forward-looking statements herein include, but
at not limited to, statements with respect to the consummation and timing of
the Arrangement; the satisfaction of the conditions precedent of the
Arrangement; timing, receipt and anticipated effects of court, regulatory and
other consents and approvals for the Arrangement; and the timing and effect of
other principal events relating to the Arrangement. All statements other than
statements of historical fact included in this news release, are
forward-looking statements that involve various risks and uncertainties and
there can be no assurance that such statements will prove to be accurate and
actual results and future events could differ materially from those
anticipated in such statements.

Forward-looking statements are based on current expectations and are subject
to known and unknown risks and uncertainties, many of which are beyond the
Company's ability to predict or control and could cause actual results to be
materially different from those expressed or implied by such forward-looking
statements, including but not limited to: risks related to receipt of
regulatory approvals; risks related to general economic and market conditions;
risks related to the availability of financing; the timing and content of
upcoming work programmes; actual results of proposed exploration activities;
possible variations in Mineral Resources or grade; projected dates to commence
mining operations; failure of plant, equipment or processes to operate as
anticipated; accidents, labour disputes, title disputes, claims and
limitations on insurance coverage and other risks of the mining industry;
changes in national and local government regulation of mining operations, tax
rules and regulations. The list is not exhaustive of the factors that may
affect Cornish Canada's forward-looking statements.

The Company's forward-looking statements are based on the opinions and
estimates of management and reflect their current expectations regarding
future events and operating performance and speak only as of the date such
statements are made. Although the Company has attempted to identify important
factors that could cause actual actions, events or results to differ from
those described in forward- looking statements, there may be other factors
that cause such actions, events or results to differ materially from those
anticipated. There can be no assurance that forward-looking statements will
prove to be accurate and accordingly readers are cautioned not to place undue
reliance on forward-looking statements. The Company does not assume any
obligation to update forward-looking statements if circumstances or
management's beliefs, expectations or opinions should change other than as
required by applicable law.

All forward-looking statements herein are qualified by this cautionary
statement. Accordingly, readers should not place undue reliance on
forward-looking statements. The Company undertakes no obligation to update
publicly or otherwise revise any forward-looking statements whether as a
result of new information or future events or otherwise, except as may be
required by law.

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