REG - Cornish Metals Inc. - AUDITED FINANCIAL STATEMENTS
13/03/2025 07:15
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RNS Number : 4598A Cornish Metals Inc. 13 March 2025
CORNISH METALS RELEASES AUDITED FINANCIAL STATEMENTS AND MANAGEMENT'S
DISCUSSION AND ANALYSIS FOR THE YEAR ENDED 31 DECEMBER 2024
Vancouver, March 12, 2025
Cornish Metals Inc. (TSX-V/AIM: CUSN) ("Cornish Metals" or the "Company"), a
mineral exploration and development company focused on its 100% owned and
permitted South Crofty tin project in Cornwall, United Kingdom, is pleased to
announce that it has released its audited financial statements and management,
discussion and analysis ("MD&A") for the year ended December 31, 2024. The
reports are available under the Company's profile on SEDAR+ (www.sedarplus.ca
(http://www.sedarplus.ca) ) and on the Company's website
(www.cornishmetals.com (http://www.cornishmetals.com/) ).
Highlights for the year ended December 31, 2024 and for the period ending
March 12, 2025
(All figures expressed in Canadian dollars unless otherwise stated)
· Strategic investment and fundraise (the "Fundraise") (news releases
dated January 28-31, 2024
(https://cornishmetals.com/contact/fundraise-jan-2025/) ):
o Fundraise totalling £57.4 million anchored by the National Wealth Fund
Limited ("NWF") and Vision Blue Resources Limited ("Vision Blue"),
conditionally investing £28.6 million and £18.1 million, respectively, with
a further £10.7 million from existing shareholders and new investors,
including £1.4 million from a retail offer;
o The Fundraise is being undertaken in two tranches with the first tranche
of 133,817,678 shares issued on February 7, 2025. The second tranche of
583,325,689 shares is expected to be issued on or around March 24, 2025
subject to shareholder approval at the Special Meeting to be held on March 18,
2025;
o The Fundraise is expected to provide financial runway through to the end
of Q1 2026 and will enable the Company to further de-risk the South Crofty tin
project and advance it towards a formal final investment decision;
· Appointment of Don Turvey as Chief Executive Officer ("CEO") (news
release dated August 11, 2024
(https://investors.cornishmetals.com/announcements/6476418) ):
o Mr. Turvey appointed as CEO and an executive director of the Company
effective October 9, 2024, and who has since relocated to Cornwall where he is
based;
o Mr. Turvey is an experienced mining executive with more than 40 years of
experience, including successfully securing funding and advancing new projects
and historic mines through to production;
o Upon Mr. Turvey's appointment, Ken Armstrong returned to the position of
non-executive director and continues as Chair of the Company's Audit
Committee;
o Patrick Anderson returned to the position of non-executive Chair of the
Board of Directors of the Company effective September 30, 2024.
· US$9.1 million (equivalent to £7.0 million) credit facility arranged
with Vision Blue Resources Limited ("Vision Blue") on October 15, 2024 (news
release dated October 15, 2024
(https://investors.cornishmetals.com/announcements/6581349) ):
o Non-dilutive secured credit facility to support the continued development
of South Crofty;
o Proceeds of the credit facility were used for the Company's general
operating and corporate purposes;
o The credit facility is being repaid through a set-off with the proceeds
from the fundraise mentioned above.
· Appointment of Endeavour Financial ("Endeavour") as the Company's
financial adviser on October 9, 2024 (news release dated October 9, 2024
(https://investors.cornishmetals.com/announcements/6572714) ):
o Endeavour appointed as financial adviser to secure project financing for
the construction of South Crofty and advise the Company on funding options on
the basis of the completed PEA and ongoing engineering studies;
o Various sources of funding are being assessed to deliver an optimal
project financing solution in the second half of 2025.
· South Crofty Preliminary Economic Assessment ("PEA"), completed on
April 30, 2024, validating the Project's economic viability (news release
dated April 30, 2024
(https://investors.cornishmetals.com/announcements/6315981) ):
o After-tax Net Present Value ("NPV") of US$201 million and Internal Rate of
Return ("IRR") of 29.8%;
o Average annual tin production of over 4,700 tonnes for years two through
six, totalling 49,310 tonnes over a 14-year Life of Mine ("LOM");
o Total after-tax cash flow of approximately US$626 million from start of
production.
· Near-mine Exploration Target at South Crofty (news release dated
November 13, 2024 (https://investors.cornishmetals.com/announcements/6629654)
):
o Exploration Target points to potential additional mineralisation upside of
6Mt to 13Mt, at a tin grade of 0.5% to 1.8%, beyond the current South Crofty
Mineral Resource in the Lower Mine area;
o Identifies the near-term resource development pathway at South Crofty.
· Commencement of second phase of refurbishment of New Cook's Kitchen
("NCK") shaft (news release dated July 10, 2024
(https://investors.cornishmetals.com/announcements/6426674) ):
o Installation of the Phase 2 work platform was completed in July 2024,
enabling faster replacement of old shaft timbers with new steel guides;
o Winders and cages installed, fully commissioned and in operation, and
certified to allow for safe transport of equipment and workers within NCK
shaft;
o Rephasing shaft refurbishment improves the functionality of NCK shaft and
enables larger equipment to access the mine at an earlier stage in its
re-development;
o Shaft refurbishment has reached approximately 270 meters below surface and
is expected to be completed to the 400-fathom level (approximately 730 metres
below surface) in Q4 2025 alongside mine dewatering.
· Mine dewatering continues with the submersible pumps and Water
Treatment Plant ("WTP") operating to specifications (news release dated July
10, 2024 (https://investors.cornishmetals.com/announcements/6426674) ):
o The water level in NCK shaft is at approximately 275 meters below surface
with the rate of dewatering increased as refurbishment activities have caught
up, allowing shaft refurbishment and dewatering to proceed concurrently;
o Treated water being discharged to the Red River continues to meet the
standards permitted by the Environment Agency.
· Final drilling results from Wide Formation exploration program (news
release dated August 18, 2024
(https://investors.cornishmetals.com/announcements/6486509) ):
o The completed 14-hole / 9,000-meter drilling program successfully tested
the geometry and continuity of tin mineralization within a 2,500 meter by 800
meter extent of the Wide Formation;
o Drilling also intersected tin mineralization associated with the Great
Flat Lode and the Great Flat Lode Splay, as well as the interpreted eastern
extension of the Great Condurrow Mine's Main Lode, and several strongly
mineralized steeply dipping zones.
· Purchase of land totalling 7.7 acres located immediately adjacent to
South Crofty surface infrastructure (news release dated May 21, 2024
(https://investors.cornishmetals.com/announcements/6347322) ):
o The purchased land removes reliance on existing right-of-passage
agreements, providing the Company with direct access to all surface
infrastructure as well as additional space for future site works,
opportunities for potential operating cost savings, renewable energy
initiatives and improved overall property security.
· Sale of Mactung and Cantung royalties for US$4.5 million in cash
consideration (news release dated July 21, 2024
(https://investors.cornishmetals.com/announcements/6442095) ):
o Completion of disposal of Company's royalty interests on the Mactung and
Cantung tungsten projects located in Northern Canada to Elemental Altus
Royalties Corp. ("Elemental Altus");
o Initial cash consideration of US$3.0 million received on August 1, 2024,
with the balance of US$1.5 million due by August 1, 2025.
· Sale of Nickel King property announced for a total consideration of
up to $8.0 million (news release dated June 16, 2024
(https://investors.cornishmetals.com/announcements/6386443) ):
o Entered into a binding letter of intent with Northera Resources Ltd.
("Northera") for the sale of the Company's 100% interest in the Nickel King
Property for a total consideration of up to $8 million;
o Initial cash consideration of $250,000 received to date.
· Samantha Hoe-Richardson joined the Board as independent non-executive
director effective January 8, 2024 (news release dated January 8, 2024
(https://investors.cornishmetals.com/announcements/6152972) ).
· As at March 10, 2025 the Company's cash position was $17.2 million
(equivalent to £9.3 million).
Don Turvey, CEO and Director of Cornish Metals, stated: "2024 was another
important year for Cornish Metals and the advancement of South Crofty towards
production with activity levels on-site remaining high and momentum building.
Notable milestones achieved include the completion of the South Crofty PEA
that confirms the project's potential to be a low-cost and long-life tin
mining operation. The PEA results are compelling with a post-tax NPV(8%) of
US$201 million and IRR of about 30%, representing a strong foundation with
potential for significant upside. Teams are working around the clock
refurbishing the NCK shaft as they continue to progress deeper down the shaft.
2025 commenced with a strong endorsement from our existing shareholders,
including Vision Blue, and we are pleased to welcome the UK's National Wealth
Fund and other new investors as shareholders in Cornish Metals, having
supported a £57.4 million fundraise. This will enable the Company to maintain
its strong momentum and further unlock the project's potential by delivering
crucial milestones expected in the coming year including the completion of
mine dewatering and shaft refurbishment, the start of early project works,
placing orders for long-lead items, and concluding the project finance
process."
Review of activities
Strategic investment and fundraise
On January 28-31, 2025, the Company announced a Fundraise totaling £57.4
million that was anchored by NWF and Vision Blue, conditionally investing
£28.6 million and £18.1 million, respectively. A further £10.7 million was
raised from existing shareholders and new investors, including £1.4 million
from a retail offer. The Fundraise is being undertaken in two tranches with
the first tranche of 133,817,678 shares issued on February 7, 2025. The second
tranche of 583,325,689 shares is expected to be issued on or around March 24,
2025, subject to shareholder approval at the Special Meeting to be held on
March 18, 2025.
The Fundraise is expected to provide financial runway through to the end of Q1
2026 and will enable the Company to further de-risk the South Crofty Project
and advance it towards a formal final investment decision.by:
· bringing the South Crofty Project nearer to production by funding
approximately £20 million of the South Crofty Project's initial capital
expenditure requirements;
· commencing early project works, including initial construction of the
groundworks for the processing plant;
· placing orders for long-lead items of plant and equipment; and
· advancing detailed project engineering studies.
Appointment of permanent CEO
On August 11, 2024, the Company announced the appointment of Mr. Don Turvey as
CEO and an executive director of the Company effective October 9, 2024,
following receipt of a UK work visa. Mr. Turvey relocated from South Africa to
Cornwall, where he is now based. Mr. Turvey is an experienced mining executive
with more than 40 years of experience in the sector. He has been CEO of
private, ASX and AIM-listed mining companies where he has successfully secured
funding and taken new projects and historic mines through to production, as
well as leading a number of M&A transactions. Upon Mr. Turvey's
appointment, Ken Armstrong returned to the position of non-executive director
and continues as Chair of the Company's Audit Committee. Patrick Anderson
returned to the position of non-executive Chair of the Board of Directors of
the Company effective September 30, 2024.
US$9.1 million (equivalent to £7.0 million) credit facility with Vision Blue
The Company entered into a non-dilutive US$9.1 million (equivalent to £7.0
million) secured credit facility with Vision Blue to support the continued
development of South Crofty (refer news release dated October 15, 2024). The
proceeds of the credit facility were used for the Company's general operating
and corporate purposes. The credit facility has a maturity date of March 31,
2025 and has a fixed borrowing cost of 15% per annum. The security comprises
fixed and floating charges over the Company's assets except mineral rights in
the UK which are already pledged as security under the royalty agreement with
Osisko Gold Royalties Limited ("Osisko"). The credit facility is being repaid
through a set-off with the proceeds from the Fundraise mentioned above.
Appointment of Endeavour Financial
Endeavour was appointed as the Company's financial adviser to secure project
financing for the construction of South Crofty (refer news release dated
October 9, 2024). Endeavour will advise the Company on funding options on the
basis of the completed PEA and ongoing engineering studies. Various sources of
funding are being assessed to deliver an optimal project financing solution
with a successful conclusion to the project financing process expected in the
second half of 2025.
Preliminary Economic Assessment completed for South Crofty
The results of the South Crofty PEA were released on April 30, 2024,
validating the Project's economic viability and potential to be a low-cost and
long-life tin mining operation with a current 14-year LOM. South Crofty is
expected to produce a clean, high-grade tin concentrate and to be an important
tin producer in Europe, supplying into the growing demand for this critical
metal that is essential for the energy transition.
Key highlights from the PEA include:
· After-tax NPV(8%) of US$201 million and 29.8% after-tax IRR at base
case tin price of US$31,000/tonne;
· Pre-production capital requirement of US$177 million;
· Capital pay-back period of three years after-tax;
· Total after-tax cash flow of US$626 million from start of production,
peaking at US$82 million in second year of production;
· Average annual earnings before interest, taxes, depreciation and
amortization ("EBITDA") of US$83 million and 62.1% EBITDA margin in years two
through six;
· 49,310 tonnes of tin metal in concentrate produced over a 14-year LOM
· Average annual tin production of over 4,700 tonnes for years two
through six, equivalent to approximately 1.6% of global mined tin production;
· LOM average all-in sustaining cash cost ("AISC") of US$13,661/tonne
of payable tin, positioning South Crofty as a low cost tin producer;
· Growth opportunities from additional in-mine and near-mine
exploration with the potential to materially extend the mine life and increase
production; and
· Potential to directly employ up to 320 people with permanent
high-skilled and well-paid jobs and create up to 1,000 indirect jobs.
Further details can be found in the news release dated April 30, 2024 and the
Technical Report entitled "South Crofty PEA
(https://cornishmetals.com/site/assets/files/4962/0423037_south_crofty_pea_-_24_may_2024_sedar.pdf)
" prepared in accordance with NI 43-101 and filed on SEDAR+.
Near-mine Exploration Target at South Crofty
The near mine Exploration Target at South Crofty announced on November 13,
2024 points to potential additional mineralization upside of 6Mt to 13Mt, at a
tin grade of 0.5% to 1.8%, beyond the current South Crofty Mineral Resource in
the Lower Mine area. This identifies the near-term resource development
pathway at South Crofty.
South Crofty is one of the highest-grade tin resources in the world with a tin
grade of 1.50% in the Indicated category and historically the mine
consistently increased its Mineral Resource in line with production each year
over the last 20 years of operation.
The near mine Exploration Target was primarily based on extrapolation of
known, previously mined structures beyond the limits of the current South
Crofty Mineral Resource. The mineralization around South Crofty remains open
along strike and down dip providing further potential beyond the near mine
Exploration Target. The Exploration Target does not consider the wider
opportunities within the South Crofty mining permission area, which also shows
significant potential and includes the Wide Formation exploration project, or
within the wider region in Cornwall where Cornish Metals has extensive mineral
rights holdings.
Refurbishment of New Cook's Kitchen Shaft - second phase commenced
Phase 2 of NCK shaft refurbishment commenced in July 2024, following the
on-schedule installation of a new double-deck equipping stage and modified
main cage, providing a safe and stable work platform enabling faster
replacement of the old shaft timbers with new steel buntons and guides (refer
news release dated July 10, 2024). Rephasing shaft refurbishment, concurrent
with mine dewatering, will improve the functionality of NCK shaft, enable
larger equipment to access the mine at an earlier stage in its re-development
and ensure that high health and safety standards are applied as the
underground mine workings are accessed.
The NCK shaft winding engines and associated winding apparatus, including the
refurbished south headframe, enable safe access to NCK shaft for personnel and
materials as required to facilitate the shaft refurbishment works and
subsequent access to the dewatered deep workings of the mine. Mine dewatering
continues with the submersible pumps and water treatment plant operating to
specifications.
NCK shaft refurbishment has reached approximately 270 metres below surface and
the water level in NCK shaft is currently at approximately 275 metres below
surface. The treated water being discharged to the Red River is consistently
well within the permitted standards.
Shaft refurbishment and mine dewatering to the 400-fathom level (approximately
730 metres below surface) are expected to be completed in Q4 2025.
Land purchase adjacent to South Crofty surface infrastructure
On May 21, 2024, the Company announced the purchase of a 7.7 acre land package
situated to the south of Kerrier Way, immediately adjacent to important South
Crofty surface infrastructure. The land purchase removes reliance on existing
right-of-passage agreements, providing the Company with direct access to all
surface infrastructure, as well as additional space for future site works,
opportunities for potential operating cost savings, renewable energy
initiatives and improved overall property security (refer news release dated
May 21, 2024).
South Crofty new offices, stores and workshops
A detailed planning application for new offices, stores and workshops for
South Crofty has been submitted to Cornwall Council. This work has been
enabled by receipt of a UK Shared Prosperity Grant and provides the
opportunity to build modern, efficient facilities at the proposed centre of
mining operations at NCK shaft.
Exploration drill program at Carn Brea South
A 9,000-meter exploration drill program was completed at the Wide Formation
target in the Carn Brea South exploration area with final drill results
reported in August 2024 (refer news release dated August 18, 2024). The drill
program was designed to test the geometry and the continuity of tin
mineralization discovered by the Company at the Wide Formation target (refer
news release dated January 10, 2023).
The mineralization style in the Wide Formation, comprising pervasive
tourmaline and quartz (termed 'blue peach'), is similar in character to that
associated with No. 8 Lode, one of the most prolific tin producing lodes in
the latter years of operation of the South Crofty mine. The Wide Formation
structure has been confirmed over a strike length of over 2,500 meters along
strike (northeast to southwest) and a downdip extent of at least 800 meters
(north to south), with true thicknesses ranging from approximately 2 to 10
meters. The structure remains open at depth and along strike. Notable tin
intercepts from the Wide Formation include 1.21 meters grading 0.87% Sn in
CB23_004.
Drilling identified a new mineralized structure lying directly beneath the
Great Flat Lode (named the "Great Flat Lode Splay"), and several high-grade,
steeply dipping tin zones between the Great Flat Lode and the Wide Formation
locally referred to as 'Droppers'. Notable tin intercepts from the newly
identified Great Flat Lode Splay include 3.38 meters grading 1.01% Sn in
CB23_002. Notable tin intercepts from the 'Dropper' zones include 3.09 meters
grading 1.21% Sn in CB23_001.
Drilling also intersected a new tin structure interpreted as the eastern
extension of the Great Condurrow Mine's Main Lode. Notable tin and copper
("Cu") intercepts from the new structure include 2.11 meters grading 0.58% Sn
and 5.48% Cu in CB23_011.
Sale of Mactung and Cantung royalties
The Company completed the sale of its royalty interests on the Mactung and
Cantung tungsten projects located in Northern Canada to Elemental Altus for a
total cash consideration of US$4.5 million (refer news release dated July 21,
2024). The initial cash consideration of US$3.0 million was received by the
Company on August 1, 2024 (refer news release dated August 4, 2024), with the
balance of US$1.5 million due by August 1, 2025.
Sale of Nickel King Property
On June 16, 2024, the Company entered into a binding letter of intent with
Northera for the sale of the Company's 100% interest in the Nickel King
Property for a total consideration of up to $8 million (refer news release
dated June 16, 2024). Under the terms of the letter of intent, Northera made a
first non-refundable cash payment of $100,000 (received on June 14, 2024). The
Company and Northera subsequently amended the letter of intent whereby
Northera made a second non-refundable cash payment of $150,000 (received on
September 11, 2024) and a third and final non-refundable cash payment of
$800,000 is now due on or before March 31, 2025. Upon receipt of the full
aggregate cash consideration of $1,050,000 the Company will transfer the
Nickel King Property to Northera. There are no further amendments to the
letter of intent and, as previously agreed, upon completion of a go public
transaction by Northera, resulting in a listing of securities on the TSX
Venture Exchange, or other stock exchange, Northera will issue to the Company
common shares in the capital of Northera having an aggregate market value
equal to $7.0 million.
Appointment of Samantha Hoe-Richardson as independent non-executive director
On January 8, 2024, the Company announced that Samantha Hoe-Richardson joined
the Board of Directors as an independent non-executive director (refer news
release dated January 8, 2024). Ms. Hoe-Richardson is an experienced
non-executive director from a global mining, infrastructure and insurance
background. She is currently a non-executive director of WE Soda Ltd, Assured
Guaranty UK Ltd, Ascot Underwriting Limited and an independent advisor on
climate change & sustainability to Laing O'Rourke. Ms. Hoe-Richardson was
Head of Environment & Sustainable Development at Network Rail until 2017
and prior to that spent 16 years at Anglo American plc, latterly as Head of
Environment. She previously worked in investment banking and audit. Ms.
Hoe-Richardson holds a Masters Degree in Nuclear and Electrical Engineering
from the University of Cambridge, and is also a non-practicing Chartered
Accountant.
Financial highlights for the year ended December 31, 2024 and the eleven
months ended December 31, 2023
Year ended Eleven months ended
December 31, 2024 December 31, 2023
(Expressed in Canadian dollars)
Total operating expenses 8,831,740 4,859,889
Loss for the period 1,066,120 2,714,155
Net cash used in operating activities (4,458,250) (2,732,773)
Net cash used in investing activities (24,944,106) (28,164,958)
Net cash (used in) provided by financing activities 12,036,590 (32,082)
Cash at end of the period 9,589,029 25,791,552
· Operating expenses have risen reflecting increased investor &
media engagement, higher professional fees associated with more corporate
activity and termination settlement payable to the former CEO;
· Gain of $4.7 million arising from the sale of the Mactung and Cantung
royalties, of which US$1.5 million is deferred consideration due by August
2025;
· Expenditure of $2.2 million on new or replacement equipment for the
mine, including the final payments for the permanent pumps for the underground
pump station, cages and the new winders, and associated commissioning costs;
· Expenditure of $2.8 million on land adjacent to the surface
infrastructure at South Crofty;
· Dewatering costs of $5.5 million for power, reagents, sludge disposal
and maintenance of the WTP;
· Other project related expenditure of $13.2 million relating to the
advancement of South Crofty, primarily relating to the ongoing project
engineering studies and NCK shaft re-access & refurbishment;
· Costs of $1.6 million incurred for the completion of the exploration
program at the Wide Formation;
· Receipt of $3.0 million in research and development tax credit
refunds arising from past expenditure incurred at South Crofty;
· Receipt of $12.3 million in net proceeds received under the secured
debt facility entered into with Vision Blue; and
· Cash decreased by $16.2 million to $9.6 million at the period end
mainly due to ongoing development activities at the South Crofty tin project,
partially offset by proceeds received from the disposal of non-core assets in
North America and the debt facility entered into with Vision Blue.
The Company changed its financial year end from January 31 to December 31 with
effect from December 31, 2023 with the result that the current period of
reporting is the twelve months ended December 31, 2024. The comparative
period of reporting is the eleven months ended December 31, 2023.
Outlook
As described above, the Company continues to advance and derisk the South
Crofty tin project towards production. By the end of December 2025, the
Company's objectives are as follows:
· Complete dewatering of South Crofty mine and refurbishment of NCK
shaft;
· Advance detailed project engineering studies;
· Place deposits for long lead items of plant and equipment;
· Commence early project works, including initial construction of the
groundworks for the processing plant; and
· Arrange project financing for the South Crofty tin project.
ABOUT CORNISH METALS
Cornish Metals is a dual-listed mineral exploration and development company
(AIM and TSX-V: CUSN) 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 fully permitted to commence underground mining (valid to 2071),
construct new processing facilities and for all necessary site infrastructure;
· Has a 2024 Preliminary Economic Assessment that validates the
Project's potential (see news release dated April 30, 2024
(https://investors.cornishmetals.com/announcements/6315981) and the Technical
Report entitled "South Crofty PEA
(https://cornishmetals.com/site/assets/files/4962/0423037_south_crofty_pea_-_24_may_2024_sedar.pdf)
"):
o US$201 million after-tax NPV(8%) and 29.8% IRR
o 3-year after-tax payback
o 4,700 tonnes average annual tin production in years two through six
o Life of mine all-in sustaining cost of US$13,660 /tonne of payable tin
o Total after-tax cash flow of US$626 million from start of production
· 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 up to 320 direct jobs.
The 2024 Preliminary Economic Assessment for South Crofty is preliminary in
nature and includes Inferred Mineral Resources that are considered too
speculative geologically to have the economic considerations applied to them
that would enable them to be categorised as Mineral Reserves. There is no
certainty that the 2024 Preliminary Economic Assessment will be realised.
Mineral Resources that are not Mineral Reserves do not have demonstrated
economic viability.
TECHNICAL INFORMATION
This news release has been reviewed and approved by Mr. Owen Mihalop, MCSM,
BSc (Hons), MSc, FGS, MIMMM, CEng, Chief Operating Officer for Cornish Metals
Inc. who is the designated Qualified Person under NI 43-101 and the AIM Rules
for Companies and a Competent Person as defined under the JORC Code (2012).
Mr. Mihalop consents to the inclusion in this announcement of the matters
based on his information in the form and context in which it appears.
ON BEHALF OF THE BOARD OF DIRECTORS
"Don Turvey"
Don Turvey
Engage with us directly at our investor hub. Sign up at:
https://investors.cornishmetals.com/link/YeNAky
(https://investors.cornishmetals.com/link/YeNAky)
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)
(Financial Adviser) Andrew Chubb Tel: +44 207 907 8500
Jay Ashfield
Cavendish Capital Markets Limited Derrick Lee Tel: +44 131 220 6939
(Joint Broker) Pearl Kellie
BlytheRay Tim Blythe cornishmetals@blytheray.com (mailto:cornishmetals@blytheray.com)
(Financial PR) Megan Ray Tel: +44 207 138 3204
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 contains 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
and operations, 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 Metals, including but not limited to: the expected use
of proceeds from the secured credit facility with Vision Blue; the balance of
the cash consideration due to Cornish in respect of the sale of the Mactung
and Cantung royalty interests; mineralisation at South Crofty, mine dewatering
and construction requirements; the development, operational and economic
results of the preliminary economic assessment, including cash flows, capital
expenditures, development costs, extraction rates, recovery rates, mining cost
estimates and returns; estimation of mineral resources; statements about the
estimate of mineral resources and production of minerals; magnitude or quality
of mineral deposits; anticipated advancement of the South Crofty project mine
plan; exploration potential and project growth opportunities for the South
Crofty tin project and other Cornwall mineral properties, the Company's
ability to evaluate and develop the South Crofty tin project and other
Cornwall mineral properties, strategic vision of Cornish Metals and
expectations regarding the South Crofty mine, timing and results of projects
mentioned. 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. 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; outcome of any future studies; 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 Metals' 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. Accordingly, readers should not place
undue reliance on forward-looking statements. Cornish Metals 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.
Caution regarding non-IFRS measures
This news release contains certain terms or performance measures commonly used
in the mining industry that are not defined under International Financial
Reporting Standards ("IFRS"), including "all-in sustaining costs". Non-IFRS
measures do not have any standardized meaning prescribed under IFRS, and
therefore they may not be comparable to similar measures employed by other
companies. The data presented is intended to provide additional information
and should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with IFRS and should be read in conjunction
with Cornish Metals' consolidated financial statements and Management
Discussion and Analysis, available on its website and on SEDAR+ at
www.sedarplus.ca.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian dollars)
As at As at
December 31, 2024 December 31, 2023
ASSETS
Current
Cash $ 9,589,029 $ 25,791,552
Marketable securities 2,874,696 2,665,454
Receivables 2,697,326 1,112,638
Prepaid expenses 504,902 591,264
Deferred financing fees 637,718 135,242
16,303,671 30,296,150
Deposits 64,341 85,954
Property, plant and equipment 27,132,244 23,788,325
Exploration and evaluation assets 79,961,014 50,050,323
$ 123,461,270 $ 104,220,752
LIABILITIES
Current
Accounts payable and accrued liabilities $ 4,045,083 $ 5,063,940
Deferred income 150,000 -
Loan liability 13,457,169 -
17,652,252 5,063,940
NSR liability 9,869,289 9,064,817
27,521,541 14,128,757
SHAREHOLDERS' EQUITY
Capital stock 128,394,652 128,394,652
Capital contribution 2,007,665 2,007,665
Share-based payment reserve 1,353,933 711,690
Foreign currency translation reserve 7,640,757 1,369,146
Deficit (43,457,278) (42,391,158)
95,939,729 90,091,995
$ 123,461,270 $ 104,220,752
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE INCOME (LOSS)
(Expressed in Canadian dollars)
Year ended December 31, 2024 Eleven months ended December 31,
2023
EXPENSES
Travel and marketing $ 920,371 $ 634,145
Insurance 756,331 633,287
Office, miscellaneous and rent 224,021 175,164
Professional fees 2,039,252 1,048,676
Generative exploration costs 13,771 25,680
Regulatory and filing fees 98,127 86,760
Share-based compensation 382,481 205,026
Salaries, directors' fees and benefits 4,397,386 2,051,151
Total operating expenses (8,831,740) (4,859,889)
Interest income 559,982 1,695,837
Interest expense (511,309) -
Foreign exchange gain (loss) (250,787) 394,621
Gain on receipt of non-refundable deposit 84,968 -
Impairment reversal of royalties 1,500,000 -
Gain on disposal of royalties 4,675,904 -
Unrealized loss on marketable securities (119,786) (116,903)
Loss on disposal of property, plant and equipment - (921)
Loss before income taxes (2,892,768) (2,887,255)
Income tax recovery 1,826,648 173,100
Loss for the period (1,066,120) (2,714,155)
Foreign currency translation 6,271,611 2,018,108
Total comprehensive income (loss) for the period $ 5,205,491 $ (696,047)
Basic and diluted loss per share $(0.00) $(0.00)
Weighted average number of common shares outstanding 535,270,712 535,269,215
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian dollars)
Year ended December 31, 2024 Eleven months ended December 31,
2023
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (1,066,120) $ (2,714,155)
Items not involving cash:
Share-based compensation 382,481 205,026
Interest expense 511,309 -
Foreign exchange (gain) loss 250,787 (394,621)
Gain on receipt of non-refundable deposit (84,968) -
Impairment reversal of royalties (1,500,000) -
Gain on disposal of royalties (4,675,904) -
Unrealized loss on marketable securities 119,786 116,903
Loss on disposal of property, plant and equipment - 921
Income tax recovery (1,826,648) (173,100)
Income taxes received during the period 2,994,765 157,100
Changes in non-cash working capital items:
(Increase) decrease in receivables 675,905 (456,230)
(Increase) decrease in prepaid expenses 189,160 (204,107)
Increase (decrease) in accounts payable and accrued (428,803) 729,490
liabilities
Net cash used in operating activities (4,458,250) (2,732,773)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment (6,517,830) (14,192,068)
Acquisition of exploration and evaluation assets (22,787,140) (13,942,740)
Proceeds from disposal of royalties 4,099,004 -
Proceeds from receipt of non-refundable deposits 234,968 -
(Increase) decrease in deposits 26,892 (30,150)
Net cash used in investing activities (24,944,106) (28,164,958)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt facility 12,311,356 -
Increase in deferred financing fees (274,766) (31,359)
Lease payments - (723)
Net cash provided by (used in) financing activities 12,036,590 (32,082)
Change in cash during the period (17,365,766) (30,929,813)
Cash, beginning of the period 25,791,552 55,495,232
Impact of foreign exchange on cash 1,163,243 1,226,133
Cash, end of the period $ 9,589,029 $ 25,791,552
Cash paid during the period for interest $ - $ -
Cash paid during the period for income taxes $ - $ 11,012
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in Canadian dollars)
Share Foreign
Capital stock subscriptions Share-based currency
Number of received in Capital payment translation Shareholders'
shares Amount advance contribution reserve reserve Deficit equity - total
Balance at January 31, 2023 535,020,712 $128,377,152 $17,500 $2,007,665 $384,758 $(648,962) $(39,677,003) $90,461,110
Warrant exercises 250,000 17,500 (17,500) - - - - -
Foreign currency translation - - - - - 2,018,108 - 2,018,108
Share-based compensation - - - - 326,932 - - 326,932
Loss for the period - - - - - - (2,714,155) (2,714,155)
Balance at December 31, 2023 535,270,712 $128,394,652 $- $2,007,665 $711,690 $1,369,146 $(42,391,158) $90,091,995
Balance at December 31, 2023 535,270,712 $128,394,652 $- $2,007,665 $711,690 $1,369,146 $(42,391,158) $90,091,995
Foreign currency translation - - - - - 6,271,611 - 6,271,611
Share-based compensation - - - - 642,243 - - 642,243
Loss for the period - - - - - - (1,066,120) (1,066,120)
Balance at December 31, 2024 535,270,712 $128,394,652 $- $2,007,665 $1,353,933 $7,640,757 $(43,457,278) $95,939,729
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