REG - AIM Cornish Metals Inc. - Schedule One - Cornish Metals plc
03/11/2025 15:00
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RNS Number : 9314F AIM 03 November 2025
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")
COMPANY NAME:
Cornish Metals plc (registration number: 16479896) ("Cornish Metals" or the
"Company"), which is to be the new holding company of Cornish Metals Inc.
(registration number: 423627-1) ("CMI") and its subsidiaries following
completion of a court-approved plan of arrangement in Canada.
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
(INCLUDING POSTCODES) :
Registered office of the Company:
Osprey House
Malpas Road
Truro
TR1 1UT
United Kingdom
Trading address:
South Crofty Mine
Dudnance Lane
Pool
Redruth
TR15 3QT
United Kingdom
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
https://cornishmetals.com/ (https://cornishmetals.com/)
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS
SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
Cornish Metals plc is a recently-incorporated company established to become
the new holding company of CMI and its subsidiaries by means of a
court-approved plan of arrangement in Canada ("Arrangement"). CMI is a
Canadian incorporated company whose shares are currently admitted to trading
on AIM and are listed on the TSX-V with ISIN: CA21948L1040 and ticker: CUSN.
CMI is a mineral exploration and development company working towards
re-opening its 100% owned South Crofty underground tin mine located in
Cornwall. South Crofty has an active mine permit valid to 2071, planning
permission to construct a new processing plant and an environmental permit to
dewater the mine.
CMI also holds 15,000 ha in exploration licences with potential for discovery
of tin, copper, lithium, tungsten, zinc and silver mineralisation, and
maintains an interest in the Sleitat project, an exploration property
prospective for tin and tungsten in Alaska.
CMI was incorporated in 2004 and its shares are quoted on both AIM and the
Toronto Venture Exchange ("TSXV"). CMI is proposing a restructuring to
're-domicile' the group from Canada to the UK pursuant to the Arrangement. The
Arrangement is a court-approved process in Canada, which, if approved, will
result in the existing shareholders of CMI transferring the entire issued
share capital of CMI to the Company. Existing shareholders in CMI will receive
one new ordinary share of £0.0005 each in the capital of the Company
("Ordinary Shares") for every ten Common Shares held in CMI as at the
effective date of the Arrangement.
The Common Shares of CMI will cease to be admitted to trading on AIM and
listed on the TSXV. The Company will apply for admission to AIM of its
Ordinary Shares ("Admission") which will occur after the Arrangement has
become effective.
The Company's main country of operation is the UK.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
and issue price to which it seeks admission and the number and type to be held
as treasury shares):
Up to 125,450,162 Ordinary Shares of £0.0005 each in the capital of the
Company. There are no ordinary shares held in treasury.
Given the precise number of Ordinary Shares in issue on Admission will be only
be known on the effective date of the Arrangement (given that the registrar
will need to calculate individual allocations at that date), the Company will
make a further announcement of the number of Ordinary Shares to be admitted to
trading on AIM once known.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
No capital being raised on admission.
Current market capitalisation of CMI: £99.7 million
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
57.98%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
(OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
None
Following the Arrangement becoming effective, CMI will apply to delist its
Common Shares from trading on AIM and delist from the TSXV and the Company
will seek admission of its Ordinary Shares to trading on AIM.
THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)
N
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
first name by which each is known or including any other name by which each is
known):
Patrick Fergus Neill Anderson (Non-Executive Chairman)
Lodewyk Daniel (Don) Turvey (Chief Executive Officer)
Kenneth Andrew Armstrong (Non-Executive Director)
John Francis Gerald McGloin (Independent Non-Executive Director)
Stephen Trelawney Gately (Independent Non-Executive Director)
Anthony (Tony) John Trahar (Non-Executive Director)
Samantha Jane Hoe-Richardson (Independent Non-Executive Director)
James Robert Whiteside (Non-Executive Director)
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
name by which each is known or including any other name by which each is
known):
Shareholder Before admission After admission
Vision Blue Resources Limited 29.09% 29.09%
National Wealth Fund Limited 28.45% 28.45%
Nigel Reed 5.35% 5.35%
Lansdowne Partners Ltd 5.15% 5.15%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:
None
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) 30 June 2025 (unaudited)
(iii) Annual audited results for the year ending 31 December 2025 published by
30 June 2026; interim unaudited results for the period ending 30 June 2026
published by 30 September 2026; and annual audited results for the year ending
31 December 2026 published by 30 June 2026
EXPECTED ADMISSION DATE:
18 December 2025
NAME AND ADDRESS OF NOMINATED ADVISER:
SP Angel Corporate Finance LLP
Prince Frederick House
35-37 Maddox Street
London
W1S 2PP
NAME AND ADDRESS OF BROKER:
SP Angel Corporate Finance LLP
Prince Frederick House
35-37 Maddox Street
London
W1S 2PP
H&P Advisory Limited
3rd Floor
7-10 Chandos Street
London
W1G 9DQ
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
Not applicable
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
Quoted Companies Alliance Corporate Governance Code 2023.
DATE OF NOTIFICATION:
03 November 2026
NEW/ UPDATE:
New
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES
HAVE BEEN TRADED:
CMI has been quoted on the AIM Market of the London Stock Exchange ("AIM")
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
CMI's securities have been traded on AIM since16 February 2021
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS
ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS
SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY
BREACH:
The Directors confirm that, after due and careful enquiry, CMI has adhered to
the legal and regulatory requirements involved in having its securities traded
on AIM.
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE
APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING
ITS SECURITIES SO TRADED) ARE AVAILABLE:
https://investors.cornishmetals.com/announcements
(https://investors.cornishmetals.com/announcements)
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
The Company's vision is to be the chosen supplier of secure and responsible
tin for a sustainable future. The Company's strategy to achieve that vision is
to advance its flagship project, the South Crofty tin mine, towards
production. Following Admission, the Company will seek to further de-risk the
South Crofty tin project by completing the de-watering of the South Crofty
mine and the refurbishment of New Cook's Kitchen shaft as well as advancing
detailed project engineering studies, commencing initial construction of the
groundworks for the processing plant and place orders for long lead items. The
Company also anticipates securing project debt financing in advance of a Final
Investment Decision being made in 2026.
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF
THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD
FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:
All significant changes in the financial or trading position of CMI since 31
December 2024, being the end of the last financial period for which audited
financial statements were published, have been the subject of public
announcements and are in the Public Record.
The Public Record means all information filed with the Canadian Securities
regulatory authority on www.sedar.com (http://www.sedar.com) , all information
disclosed to a Regulatory Information Service with the London Stock Exchange
(available on www.londonstockexchange.com (http://www.londonstockexchange.com)
), all information available on the Company's website (www.cornishmetals.com
(http://www.cornishmetals.com) ), including information contained in the
circular to CMI shareholders dated 22 October 2025 and the Appendix to the
Schedule One dated 03 November 2025.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT
THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT
LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
The Directors of the Company have no reason to believe that the working
capital available to the Group will be insufficient for at least 12 months
from the date of its Admission.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
Not applicable.
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
Following Admission, the Company's Ordinary Shares will be eligible for
settlement through CREST.
CREST is a paperless settlement system enabling securities to be evidenced
otherwise than by certificate and transferred otherwise than by written
instrument in accordance with the CREST Regulations. The Articles of the
Company permit the holding of Ordinary Shares in uncertificated form in
accordance with the CREST Regulations. CREST is a voluntary system and holders
of Ordinary Shares who wish to receive and retain share certificates will be
able to do so.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
https://cornishmetals.com/ (https://cornishmetals.com/)
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
CURRENTLY PUBLIC:
On 03 November 2025, CMI published a shareholder circular in relation to the
proposed re-domiciliation of the group from Canada to England & Wales (the
"Circular").
In addition the Company has published an appendix to this Schedule One
announcement (the "Appendix").
Please refer to the Appendix and the Circular which can be accessed through
the following link: https://cornishmetals.com/investors/shareholder-meetings/
(https://cornishmetals.com/investors/shareholder-meetings/) .
Included in the Appendix and the Circular is all information equivalent to
that required for an admission document which is not currently public.
The Appendix and Circular includes, inter alia, the following:
· The reasoning behind the redomicile and the key steps required to
achieve it;
· Material contracts;
· Risk Factors;
· A summary of the changes to the Company's constitution;
· Any other material differences in regulatory provisions/shareholder
rights that may apply to a company incorporated in the UK;
· Application of the City Code on Takeovers and Mergers
· A reconciliation of the differences in corporation and tax law
between England & Wales and Canada; and
· Information relating to each Director as required by Schedule 2(g) of
the AIM Rules for Companies. CMI's historical financial information can be
accessed via CMI's website.
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT
AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS
PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST
BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE
19:
https://investors.cornishmetals.com/aim-rule-26
(https://investors.cornishmetals.com/aim-rule-26)
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:
None
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) 30 June 2025 (unaudited)
(iii) Annual audited results for the year ending 31 December 2025 published by
30 June 2026; interim unaudited results for the period ending 30 June 2026
published by 30 September 2026; and annual audited results for the year ending
31 December 2026 published by 30 June 2026
EXPECTED ADMISSION DATE:
18 December 2025
NAME AND ADDRESS OF NOMINATED ADVISER:
SP Angel Corporate Finance LLP
Prince Frederick House
35-37 Maddox Street
London
W1S 2PP
NAME AND ADDRESS OF BROKER:
SP Angel Corporate Finance LLP
Prince Frederick House
35-37 Maddox Street
London
W1S 2PP
H&P Advisory Limited
3rd Floor
7-10 Chandos Street
London
W1G 9DQ
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
Not applicable
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
Quoted Companies Alliance Corporate Governance Code 2023.
DATE OF NOTIFICATION:
03 November 2026
NEW/ UPDATE:
New
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES
HAVE BEEN TRADED:
CMI has been quoted on the AIM Market of the London Stock Exchange ("AIM")
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
CMI's securities have been traded on AIM since16 February 2021
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS
ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS
SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY
BREACH:
The Directors confirm that, after due and careful enquiry, CMI has adhered to
the legal and regulatory requirements involved in having its securities traded
on AIM.
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE
APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING
ITS SECURITIES SO TRADED) ARE AVAILABLE:
https://investors.cornishmetals.com/announcements
(https://investors.cornishmetals.com/announcements)
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
The Company's vision is to be the chosen supplier of secure and responsible
tin for a sustainable future. The Company's strategy to achieve that vision is
to advance its flagship project, the South Crofty tin mine, towards
production. Following Admission, the Company will seek to further de-risk the
South Crofty tin project by completing the de-watering of the South Crofty
mine and the refurbishment of New Cook's Kitchen shaft as well as advancing
detailed project engineering studies, commencing initial construction of the
groundworks for the processing plant and place orders for long lead items. The
Company also anticipates securing project debt financing in advance of a Final
Investment Decision being made in 2026.
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF
THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD
FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:
All significant changes in the financial or trading position of CMI since 31
December 2024, being the end of the last financial period for which audited
financial statements were published, have been the subject of public
announcements and are in the Public Record.
The Public Record means all information filed with the Canadian Securities
regulatory authority on www.sedar.com (http://www.sedar.com) , all information
disclosed to a Regulatory Information Service with the London Stock Exchange
(available on www.londonstockexchange.com (http://www.londonstockexchange.com)
), all information available on the Company's website (www.cornishmetals.com
(http://www.cornishmetals.com) ), including information contained in the
circular to CMI shareholders dated 22 October 2025 and the Appendix to the
Schedule One dated 03 November 2025.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT
THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT
LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
The Directors of the Company have no reason to believe that the working
capital available to the Group will be insufficient for at least 12 months
from the date of its Admission.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
Not applicable.
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
Following Admission, the Company's Ordinary Shares will be eligible for
settlement through CREST.
CREST is a paperless settlement system enabling securities to be evidenced
otherwise than by certificate and transferred otherwise than by written
instrument in accordance with the CREST Regulations. The Articles of the
Company permit the holding of Ordinary Shares in uncertificated form in
accordance with the CREST Regulations. CREST is a voluntary system and holders
of Ordinary Shares who wish to receive and retain share certificates will be
able to do so.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
https://cornishmetals.com/ (https://cornishmetals.com/)
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
CURRENTLY PUBLIC:
On 03 November 2025, CMI published a shareholder circular in relation to the
proposed re-domiciliation of the group from Canada to England & Wales (the
"Circular").
In addition the Company has published an appendix to this Schedule One
announcement (the "Appendix").
Please refer to the Appendix and the Circular which can be accessed through
the following link: https://cornishmetals.com/investors/shareholder-meetings/
(https://cornishmetals.com/investors/shareholder-meetings/) .
Included in the Appendix and the Circular is all information equivalent to
that required for an admission document which is not currently public.
The Appendix and Circular includes, inter alia, the following:
· The reasoning behind the redomicile and the key steps required to
achieve it;
· Material contracts;
· Risk Factors;
· A summary of the changes to the Company's constitution;
· Any other material differences in regulatory provisions/shareholder
rights that may apply to a company incorporated in the UK;
· Application of the City Code on Takeovers and Mergers
· A reconciliation of the differences in corporation and tax law
between England & Wales and Canada; and
· Information relating to each Director as required by Schedule 2(g) of
the AIM Rules for Companies. CMI's historical financial information can be
accessed via CMI's website.
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT
AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS
PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST
BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE
19:
https://investors.cornishmetals.com/aim-rule-26
(https://investors.cornishmetals.com/aim-rule-26)
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None.
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