REG - Cornish Metals Inc. - UPDATE ON PLANS TO RE-DOMICILE TO THE UK

Cornish MetalsAnnouncement

Wed 07:00

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RNS Number : 4534C  Cornish Metals Inc.  08 October 2025

 

CORNISH METALS ANNOUNCES UPDATE TO ITS PLANS TO RE-DOMICILE TO THE UK

 

Vancouver, October 7, 2025

Cornish Metals Inc. (AIM/TSXV: CUSN) ("Cornish Metals", "Cornish Canada" or
the "Company") is pleased to announce that, in connection with its previously
announced intention to re-domicile from Canada to the UK, it has today entered
into an arrangement agreement (the "Arrangement Agreement") with Cornish
Metals plc ("Cornish UK") pursuant to which Cornish Canada will be
re-domiciled to the UK (the "Re-Domicile" or the "Transaction"). Completion of
the Re-Domicile shall be subject to certain conditions, including, inter alia,
shareholder and regulatory approvals. It is expected that the Re-Domicile will
be completed in December 2025.

As previously announced, in conjunction with the strategic investment by
National Wealth Fund Limited ("NWF"), the Company provided an undertaking to
NWF that it shall use all reasonable and commercially prudent endeavours to
re-domicile the Company from Canada to the UK by no later than 24 March
2026.

Following execution of the Arrangement Agreement, certain documents will be
submitted to the Ontario Superior Court of Justice for an interim hearing on
the proposed court-approved plan of arrangement ("Arrangement") scheduled for
14 October 2025 (the "Interim Hearing").

Subject to the outcome of the Interim Hearing, further information will be
circulated to shareholders ahead of the convening of a special meeting to
approve the Arrangement which is anticipated to be held in the second half of
November 2025.

Don Turvey, CEO and Director of Cornish Metals, stated: "Re-domiciling Cornish
Metals from Canada to the UK simplifies the Company's structure and better
aligns with our strategic and operational focus in the UK to restart tin
production at our South Crofty mine in Cornwall. We expect to benefit from
reduced regulatory, legal and other costs associated with the dual-listing,
improved liquidity of the single quotation on AIM and reduced transaction and
overall complexity, which is paramount as we advance the project finance
process. We value our Canadian shareholders and hope that they will continue
to support the Company on our journey towards becoming an important Western
World tin producer."

Summary of re-domicile process

The Arrangement will be completed by all shareholders of the Company
transferring all of the issued and outstanding common shares in the capital of
Cornish Canada ("Cornish Canada Shares") to 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 Effective Date (as defined below)).

The Arrangement will result in Cornish UK becoming the parent company of the
Cornish Group (as defined in the Arrangement Agreement).

It is expected that rights attaching to the Cornish UK's shares held by the
former holders of the Cornish Canada Shares ("Cornish Canada Shareholders") on
completion of the Transaction will remain substantially the same. Accordingly,
immediately upon the Arrangement becoming effective (the "Effective Date"), a
Cornish Canada Shareholder will have the same proportionate interest in the
profits, net assets and dividends of Cornish UK as they have in Cornish Canada
immediately prior to the Effective Date.

Cornish UK will apply for admission to trading of its Cornish UK Shares on the
AIM market of the London Stock Exchange ("AIM"). Cornish Canada intends to
delist the Cornish Canada Shares from the TSX Venture Exchange (the "TSXV")
and cancel the admission to trading of the Cornish Canada Shares on AIM.
Cornish Canada also intends to apply to cease to be a reporting issuer in
Canada following completion of the Re-Domicile.

Information for shareholders

The Company will send a management information circular (the "Circular") to
the Cornish Canada Securityholders (as defined in the Arrangement Agreement),
setting out the details of the Transaction and containing a notice of special
meeting of Cornish Canada. The Circular will also outline the considerations
of the board of directors of Cornish Canada (the "Board") with respect to its
determination that the Transaction is in the best interests of Cornish Canada
and the Cornish Canada Shareholders and its recommendation that all Cornish
Canada Shareholders vote in favour of the Arrangement.

Special meeting for shareholders

At a special meeting of the Company (the "Special Meeting"), among other
things, Cornish Canada Securityholders will be asked to approve the
Re-Domicile and its implementation by way of a court-approved plan of
arrangement pursuant to the terms and conditions of the Arrangement Agreement.

The Arrangement must be approved by not less than: (i) 66⅔% of the votes
cast by Cornish Canada Shareholders present in person or represented by proxy
and entitled to vote at the Special Meeting; (ii)  66⅔% of the votes cast
by Cornish Canada Securityholders present in person or represented by proxy
and entitled to vote, voting together as a single class, at the Special
Meeting; and (iii) a simple majority of the votes cast on such resolution by
Cornish Canada Shareholders present in person or represented by proxy and
entitled to vote at the Special Meeting, other than the votes attached to the
Cornish Canada Shares required to be excluded pursuant to Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions. 66⅔% of the votes cast by Cornish Canada Shareholders at the
Special Meeting will also fulfil the TSXV requirement to obtain the approval
of a simple majority of Cornish Canada Shareholders. The Arrangement also
requires, among other things, final approval of the Court.

Further information

Pursuant to the application for the admission of Cornish UK Shares to trading
on AIM, Cornish UK will publish an AIM Schedule 1 announcement ("Schedule 1
Announcement") together with an Appendix to that announcement ("Appendix")
which contains more information about the Re-Domicile and Cornish UK. The
Circular and the Schedule 1 Announcement, together with the Appendix, will be
made available for viewing on Cornish Canada's website at
www.cornishmetals.com (http://www.cornishmetals.com) and on its SEDAR+ profile
at www.sedarplus.ca (http://www.sedarplus.ca) .

The Company will provide further details related to the Transaction and other
material information as it becomes available. The Transaction will be subject
to, inter alia, the requisite approvals of Cornish Canada Securityholders,
approval at the Special Meeting, the approval of the Court, and certain
regulatory approvals, including approval from the TSXV.

ABOUT CORNISH CANADA

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

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

·    would be the only 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

 

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

 

For additional information please contact:

 

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

                                                                        Irene Dorsman      info@cornishmetals.com (mailto:info@cornishmetals.com)
                                                                                           Tel: +1 (604) 200 6664

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

 (Nominated Adviser & Joint Broker)                                     Charlie Bouverat

                                                                        Grant Barker

 Hannam & Partners                                                      Matthew Hasson     cornish@hannam.partners (mailto:cornish@hannam.partners)

 (Joint Broker)                                                         Andrew Chubb       Tel: +44 207 907 8500

                                                                        Jay Ashfield

 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 include predictions, projections, outlook,
guidance, estimates and forecasts and other statements regarding future plans,
the realisation, cost, timing and extent of mineral resource or mineral
reserve estimates, estimation of commodity prices, currency exchange rate
fluctuations, estimated future exploration expenditures, costs and timing of
the development of new deposits, success of exploration activities, permitting
time lines, requirements for additional capital and the Company's ability to
obtain financing when required and on terms acceptable to the Company, future
or estimated mine life and other activities or achievements of Cornish Canada.
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. This information is based on information
currently available to the Company and the Company provides no assurance that
actual results will meet management's expectations. Forward-looking statements
in this news release include, but are not limited to, statements with respect
to: the Transaction; closing of the Transaction; application and timing for
admission to trading of Cornish UK Shares on AIM; delisting of Cornish Canada
Shares from TSXV and canceling the admission to trading of the Cornish Canada
Shares on AIM; the application for Cornish Canada to cease to be a reporting
issuer in Canada; distribution of the Circular to Cornish Canada
Securityholders; the Special Meeting; the Circular; the recommendation of the
Board to Cornish Canada Securityholders; the effect of the Transaction; the
hearing of the Court; the closing date; the publication of Schedule 1
Announcement and Appendix; filing of Circular, Schedule 1 Announcement and
Appendix on SEDAR+; shareholdings of Cornish UK; and the business of Cornish
UK. 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 subject to risks and uncertainties that may
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's forward-looking statements.

Cornish Canada'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. Cornish Canada 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.

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