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RNS Number : 8559B Cornish Metals Inc. 24 March 2025
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG,
SINGAPORE, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF CORNISH METALS INC. OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY
INVESTMENT IN RESPECT OF CORNISH METALS INC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 AS AMENDED BY THE EUROPEAN UNION (WITHDRAWAL) ACT 2020 ("UK MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.
CORNISH METALS CLOSES FINAL TRANCHE OF FUNDRAISING AND APPOINTS MR. JAMES
WHITESIDE TO THE BOARD OF DIRECTORS
March 24, 2025
Cornish Metals Inc. (AIM/TSX-V: CUSN) ("Cornish Metals" or the "Company"), a
mineral exploration and development company focused on advancing its 100%
owned and permitted South Crofty tin project in Cornwall, United Kingdom, is
pleased to announce that it has closed the second and final tranche of the
Fundraising previously announced on January 28, 2025 (the "Launch
Announcement"). The Company is also pleased to announce that Mr. James
Whiteside has joined the Board of Directors as Non-Executive Director,
effective immediately.
Closing of the Fundraising
Proceeds of the Fundraising will be principally used to ensure that the
Company can continue with its path to development through completing the shaft
refurbishment and de-watering process, the start of early project works,
ordering long lead items and completion of the project finance process and up
to the point of the formal final investment decision at its South Crofty Tin
Mine.
Capitalised terms in this announcement have the same meaning as in the Launch
Announcement unless otherwise indicated.
As previously announced, on March 18, 2025 all Resolutions were passed at the
Special Meeting which granted the Company the necessary shareholder approvals
to carry out the Fundraising, and on March 20, 2025, approval from the TSX
Venture Exchange (the "TSX-V") was received to proceed to close the final
tranche of the Fundraising.
Accordingly, Admission of, in aggregate, 583,325,689 Second Tranche New Shares
occurred at 8.00 a.m. (London time) today (24 March 2025) at which point the
Fundraising completed. The Second Tranche New Shares comprised: 17,705,101
Second Tranche Placing Shares; 356,911,283 NWF Subscription Shares;
191,320,934 Second Tranche VBR Subscription Shares; 245,004 Second Tranche
Director Subscription Shares; and 17,143,367 Retail Offer Shares, raising
gross proceeds of £46,666,055 (approximately C$83,406,240).
The Second Tranche New Shares are fully paid and rank pari passu in all
respects with the existing Common Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
issue.
Following Admission, the total number of Common Shares of the Company in issue
is 1,252,414,079. The total number of voting rights in the Company is
therefore 1,252,414,079 ("Total Voting Rights"). The Total Voting Rights may
be used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in the Company under the FCA's Disclosure, Guidance and
Transparency Rules. The Company does not hold any shares in treasury.
On Admission, Vision Blue Resources Limited now holds 29.14% of the Total
Voting Rights and the National Wealth Fund Limited holds 28.50% of the Total
Voting Rights.
For further details of the Fundraising, please refer to: (i) the Launch
Announcement; (ii) the news release dated January 28, 2025 (Titled: "Result of
Fundraising"); (iii) the news release dated January 31, 2025 (Titled: "Results
of Retail Offer"); (iv) the news release dated February 7, 2025 (Titled:
"Cornish Metals Closes First Tranche of Fundraising"); and (v) the news
release dated March 18, 2025 (Titled: "Cornish Metals Announces Results of
Special Meeting of Shareholders"), copies of which are available on the
Company's profile on SEDAR+ at www.sedarplus.ca (http://www.sedarplus.ca) .
Participation by the Participating Directors constitutes a "related party
transaction" within the meaning of Policy 5.9 of the rules and policies of the
TSX-V and Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). Vision Blue Resources is also
deemed to be a "related party" of the Company pursuant to MI 61-101 given that
it holds more than 10% of the Company's issued share capital. The "related
party transaction" requirements under Policy 5.9 of the TSX-V and MI 61-101 do
not apply to the Participation Right, since the subscription by Vision Blue of
the VBR Participation Right Shares satisfies the exclusion from such
requirements under Section 5.1(h)(iii) of MI 61-101. In connection with the
Director Participations, the Company is relying on: (i) the exemption from the
formal valuation requirement in section 5.5(b) of MI 61-101 as a result of the
Common Shares only being listed on the TSX-V and being admitted for trading on
AIM; and (ii) the exemption from the minority approval requirement in section
5.7(1)(a) of MI 61-101 as neither the fair market value of the Common Shares
to be distributed to, nor the fair market value of the consideration to be
received from, insofar as it involves interested parties (being, Vision Blue
in respect of the Additional VBR Subscription and the Director
Participations), exceeds 25% of the Company's market capitalization.
In accordance with applicable Canadian securities legislation, the Second
Tranche Placing Shares, the NWF Subscription Shares; the Second Tranche VBR
Subscription Shares, the Second Tranche Director Subscription Shares and the
Retail Offer Shares will be subject to a hold period of four months which
expires on July 25, 2025, such hold period will only apply to trades (as
defined under applicable Canadian securities legislation) of such shares in
Canada or through a market in Canada, such as the TSX-V.
In connection with closing of the second tranche of the Fundraising, total
commission payable to the Placing Agents in respect of the Second Tranche
Placing Shares is £195,820 (approximately C$349,990). All C$ equivalents of
the amounts referred to in this announcement have been calculated using the
Bank of Canada's closing exchange rate for January 24, 2025 of C$1.7873/£1.
Appointment of Mr. James Whiteside as a Non-Executive Director
Mr. Whiteside is the National Wealth Fund's ("NWF") nominated
representative. Mr. Whiteside is a Director in Banking and Investments at
NWF where he is responsible for critical minerals. He spent the first decade
of his career at Lloyds Banking Group before joining NWF in August 2022. He
developed NWF's first critical minerals investment strategy and executed NWF's
first direct equity deal. Mr. Whiteside was named Young Finance Professional
of the Year at the Insider Yorkshire Young Professionals Awards in 2024. He
holds a Bachelors degree from the University of York.
The following disclosures are required regarding James Whiteside's appointment
pursuant to Schedule Two paragraph (g) of the AIM Rules for Companies (the
"AIM Rules").
James Robert Whiteside (aged 34) is currently, or has during the past five
years been, a director of the following companies:
Current directorships and/or partnerships: Former directorships and/or partnerships (within the last five years):
J Whiteside ltd -
Cornish Lithium Plc
Beechwood (Block V) Management Company Limited
Mr. Whiteside does not currently hold any shares in the Company.
ON BEHALF OF THE BOARD OF DIRECTORS
"Don Turvey"
Don Turvey
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 Bookrunner & Joint Broker) Charlie Bouverat
Grant Barker
Hannam & Partners Matthew Hasson cornish@hannam.partners (mailto:cornish@hannam.partners)
(Joint Bookrunner and Joint Broker) Andrew Chubb Tel: +44 207 907 8500
Jay Ashfield
Canaccord Genuity limited James Asensio Tel: +44 207 523 8000
(Co-Manager) Charlie Hammond
Sam Lucas
Cavendish Capital Markets Limited Derrick Lee Tel: +44 131 220 6939
(Joint Broker) Neil McDonald
Leif Powis Tel: +44 207 220 0500
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.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This announcement is not an offer of
securities for sale into the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States.
Early Warning Disclosure by National Wealth Fund Limited, pursuant to National
Instrument 62-103 - The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues
As a result of the completion of the issuance of the Second Tranche New Shares
NWF acquired beneficial ownership and control of 356,911,283 Common Shares,
representing an ownership interest of 28.50% of the issued and outstanding
Common Shares of the Company. Prior to completion of the issuance, NWF did not
own or control any securities of the Company. The aggregate value of the NWF
Subscription Shares subscribed by NWF is £28,552,902.64 (equivalent to
approximately C$51,032,602.89, using an exchange rate of £1:C$1.7873, based
on the Bank of Canada closing exchange rate on 24 January 2025 (the "Exchange
Rate") (or 8 pence (C$0.143 per NWF Subscription Share, using the Exchange
Rate)). NWF acquired the NWF Subscription Shares for investment purposes.
Depending on market conditions and other factors, NWF may from time to time
acquire and/or dispose of securities of the Company or continue to hold its
current position. To obtain a copy of the early warning report to be filed by
NWF in connection with this press release, please contact: James Whiteside at
+44 (0) 7843 827 343. NWF's address is 2 Whitehall Quay, Leeds, England, LS1
4HR.
Early Warning Disclosure by Vision Blue Resources Limited, pursuant to
National Instrument 62-103 - The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues Prior to the Offering,
Prior to the entry into the VBR Subscription Agreement, Vision Blue held an
aggregate of 138,888,889 common shares of the Company representing
approximately 25.95% of the outstanding common shares on a non-diluted basis.
VBR also held (and continues to hold) 138,888,889 common shares purchase
warrants (each, a "Warrant") of the Company. Each Warrant entitles the holder
to purchase one additional Common Share (a "Warrant Share") at a price of
£0.27 (approximately C$0.502 based on the Bank of Canada's closing daily
exchange rate for British pounds on March 20, 2025 of C$1.8595 per £1.00) for
each Warrant Share for a period of 36 months expiring May 24, 2025.
Following the completion of the first tranche of the Fundraising, and
immediately prior to closing of the second tranche of the Fundraising, Vision
Blue held, in aggregate, 173,611,111 Common Shares, representing approximately
25.95% of the outstanding Common Shares on a non-diluted basis.
As at today's date, and following the completion of the second tranche of the
Fundraising, Vision Blue holds, in aggregate, 364,932,045 Common Shares,
representing approximately 29.14% of the outstanding Common Shares on a
non-diluted basis, and 138,888,889 Warrants. VBR has acquired the VBR
Subscription Shares for investment purposes and intends to review its
investment in the Company on a continuing basis. VBR may, depending on market
and other conditions, increase or decrease its beneficial ownership, control
or direction, over securities of the Company through market transactions,
private agreements, treasury issuances or otherwise. Vision Blue's registered
address is 1 Royal Plaza, Royal Avenue, St Peter Port, GY1 2HL, Guernsey. For
more information regarding the VBR Subscription, see Vision Blue's press
release dated February 3, 2025, which is available on the Company's SEDAR+
profile at www.sedarplus.ca.
For more information, or to obtain a copy of the subject early warning report,
please contact: Aura Financial info@vision-blue.com; +44 207 321 0000.
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 Metals,
including but not limited to: statements regarding the expected use of
proceeds of the Fundraising. 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 the current Feasibility Study; 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.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1) 1) Patrick Anderson
2) Lodewyk Daniel Turvey
3) Tony Trahar
4) Sam Hoe-Richardson
5) Steve Gatley
6) Ken Armstrong
7) Don Njegovan
2 Reason for the notification
a) Position/status 1) 1) Non-Executive Chairman
2) Chief Executive Officer
3) Non-Executive Director
4) Non-Executive Director
5) Non-Executive Director
6) Non-Executive Director
7) Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Cornish Metals Inc.
b) LEI 8945007GJ5APA9YDN221
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Acquisition of common shares without par value
Identification code CA21948L1040
b) Nature of the transaction Participation in Fundraising - Second Tranche Director Participation Shares
only
c) Price(s) and volume(s)
Price(s) Volume(s)
1. 8 pence 10,726
2. 8 pence 38,340
3. 8 pence 119,281
4. 8 pence 19,170
5. 8 pence 30,672
6. 8 pence 16,089
7. 8 pence 10,726
d) Aggregated information
- Aggregated volume 245,004
- Price 8 pence
e) Date of the transaction 24 March 2025
f) Place of the transaction Outside of a trading venue
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
FCA in Microsoft Word format if possible)
1a. Identity of the issuer or the underlying issuer of existing shares to Cornish Metals Inc.
which voting rights are attached:
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer X
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Details of person subject to the notification obligation
Name Vision Blue Resources Limited
City and country of registered office (if applicable) St Peter Port, Guernsey
4. Full name of shareholder(s) (if different from 3.)
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached: 24/03/2025
6. Date on which issuer notified (DD/MM/YYYY): 24/032025
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B)(i)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 29.14 11.09 40.23 503,820,934
Position of previous notification (if 25.95 20.76 46.71
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached
A: Voting rights attached to shares
Class/type of Number of voting rights % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
Common Shares 364,932,045 29.14
SUBTOTAL 8. A 364,932,045 29.14
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date
Conversion Period
exercised/converted.
Warrants to purchase Common Shares 24 May 2025 Any time prior to 24 May 2025 138,888,889 11.09
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date
Conversion Period
Settlement
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural X
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer
Full chain of controlled undertakings through which the voting rights and/or
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (please add additional rows as
necessary)
Name % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information
Place of completion Guernsey
Date of completion 24 March 2025
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
FCA in Microsoft Word format if possible) (i)
1a. Identity of the issuer or the underlying issuer of existing shares to Cornish Metals Inc.
which voting rights are attached (ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer X
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) (iii):
3. Details of person subject to the notification obligation (iv)
Name National Wealth Fund Limited
City and country of registered office (if applicable) Leeds, England
4. Full name of shareholder(s) (if different from 3.) (v)
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached (vi): 24/03/2025
6. Date on which issuer notified (DD/MM/YYYY):
24/03/2025
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) (vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 28.50% 28.50% 356,911,283
Position of previous notification (if
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
Common Shares 356,911,283 28.50%
SUBTOTAL 8. A 356,911,283 28.50%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date (x)
Conversion Period (xi)
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date (x)
Conversion Period (xi)
Settlement (xii)
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural X
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer (xiii)
Full chain of controlled undertakings through which the voting rights and/or
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (please add additional rows as
necessary) (xiv)
Name (xv) % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information (xvi)
Place of completion Leeds
Date of completion 24 March 2025
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