REG - Cornish Metals Inc. - CORNISH METALS COMPLETES REDOMICILE TO UK

Cornish MetalsAnnouncement

16/12/2025 10:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251216:nRSP7638La&default-theme=true

RNS Number : 7638L  Cornish Metals Inc.  16 December 2025

 

CORNISH METALS COMPLETES REDOMICILE TO UK

 

Vancouver, December 16, 2025

Cornish Metals Inc. (AIM/TSXV: CUSN) ("Cornish Canada") and Cornish Metals plc
("Cornish UK" and, together with Cornish Canada, "Cornish Metals") are pleased
to jointly announce that Cornish Canada has completed its previously announced
re-domicile to the United Kingdom by way of a plan of arrangement under
Section 192 of the Canada Business Corporations Act (the "Arrangement").

As previously disclosed by Cornish Canada, the Arrangement resulted in the
transfer of all the issued and outstanding common shares of Cornish Canada
(each a "Cornish Canada Share") to Cornish UK in exchange for the issue to the
shareholders of the Company of new shares in Cornish UK (each a "Cornish UK
Share"), 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
aggregate, Cornish UK issued 125,450,089 Cornish UK Shares to former Cornish
Canada Shareholders under the Arrangement. Admission of the entire issued and
outstanding share capital of Cornish UK to trading on AIM is expected to occur
on or about the open of market (London time) on December 18, 2025. As a result
of the Arrangement, the former holders of Cornish Canada Shares now hold a pro
forma percentage of Cornish UK Shares as previously held in Cornish Canada and
Cornish Canada has become a wholly owned subsidiary of Cornish UK.

The Cornish Canada Shares will be delisted from the TSX Venture Exchange as of
the close of trading today. Cornish Canada Shares were suspended from trading
on AIM effective 4.30 p.m. (London time) on December 15, 2025 and will be
cancelled from trading on AIM on or around 7:00 a.m. (London time) on December
18, 2025. Cornish UK will now apply for Cornish Canada to cease to be a
reporting issuer under applicable Canadian securities laws.

 

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

 

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

 

Early Warning Disclosure by Cornish Metals plc, pursuant to National
Instrument 62-103 - The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues

 

Immediately prior to the Arrangement, Cornish UK did not own or have control
over any of the Cornish Canada Shares. Following the closing of the
Arrangement on December 16, 2025, Cornish UK has beneficial ownership, control
and direction over 100% of the Cornish Canada Shares on a fully-diluted basis.

 

This news release is being issued in connection with the filing of an early
warning report (the "Cornish Early Warning Report") pursuant to the
requirements of National Instrument 62-103 - The Early Warning System and
Related Take-Over Bid and Insider Reporting Issues. The Cornish Early Warning
Report will be electronically filed with the applicable securities commission
in each jurisdiction where Cornish Canada is a reporting issuer and will be
available under the profile of Cornish Canada on SEDAR+ at www.sedarplus.ca
(http://www.sedarplus.ca) .

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

Immediately prior to the completion of the Arrangement, the National Wealth
Fund ("NWF") beneficially owned and controlled 356,911,283 Cornish Canada
Shares, representing 28.45% of the issued and outstanding Cornish Canada
Shares on a non-diluted basis. NWF had no dilutive securities.

Immediately following the completion of, and pursuant to the terms of, the
Arrangement, NWF no longer beneficially owns or controls any Cornish Canada
Shares, representing a decrease of 28.45% in NWF's holdings of the Cornish
Canada Shares. Pursuant to the terms of the Arrangement, NWF received, in
aggregate, 35,691,128 Cornish UK Shares, being one (1) Cornish UK Share for
each ten (10) Cornish Canada Shares held by NWF, rounded down to the nearest
whole number of Cornish UK Shares.

The aggregate value of the Cornish UK Shares acquired by NWF in exchange for
its Cornish Canada Shares is approximately C$48,183,023, being the product of
the number of Cornish Canada Shares held by NWF immediately prior to the
completion of the Arrangement, multiplied by the closing share price of the
Cornish Canada Shares on the TSXV on 15 December 2025, being C$0.135 per
Cornish Canada Share.

This disclosure is being made pursuant National Instrument 62-103 - The Early
Warning System and Related Take-Over Bid and Insider Reporting Issues which
requires a report to be filed under the Company's profile on SEDAR+ containing
additional information respecting the foregoing matters.

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

Immediately prior to the completion of the Arrangement, the Vision Blue
Resources Limited ("VBR") beneficially owned and controlled 364,932,045
Cornish Canada Shares, representing 29.09% of the issued and outstanding
Cornish Canada Shares on a non-diluted basis. VBR had no dilutive securities.

Immediately following the completion of, and pursuant to the terms of, the
Arrangement, VBR no longer beneficially owns or controls any Cornish Canada
Shares, representing a decrease of 29.09% in VBR's holdings of the Cornish
Canada Shares. Pursuant to the terms of the Arrangement, VBR received, in
aggregate, 36,493,204 Cornish UK Shares, being one (1) Cornish UK Share for
each ten (10) Cornish Canada Shares held by VBR, rounded down to the nearest
whole number of Cornish UK Shares.

The aggregate value of the Cornish UK Shares acquired by VBR in exchange for
its Cornish Canada Shares is approximately C$49,265,826, being the product of
the number of Cornish Canada Shares held by VBR immediately prior to the
completion of the Arrangement, multiplied by the closing share price of the
Cornish Canada Shares on the TSXV on 15 December 2025, being C$0.135 per
Cornish Canada Share.  VBR acquired the Cornish Canada Shares which were
exchanged for the Cornish UK Shares issued to it in the Arrangement for
investment purposes and it intends to review its investment in Cornish UK on a
continuing basis. VBR may, depending on market and other conditions, increase
or decrease its beneficial ownership, control or direction, over securities of
Cornish UK 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.

This disclosure is being made pursuant National Instrument 62-103 - The Early
Warning System and Related Take-Over Bid and Insider Reporting Issues which
requires a report to be filed under the Company's profile on SEDAR+ containing
additional information respecting the foregoing matters.

To obtain a copy of the early warning report to be filed by VBR in connection
with this press release, please contact: Aura Financial info@vision-blue.com;
+44 207 321 0000.

ABOUT CORNISH METALS

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

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

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

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

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

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

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

 

For additional information please contact:

 

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

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

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

 (Nominated Adviser & Joint Broker)       Charlie Bouverat

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

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

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

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

                                          Said Izagaren

 

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

Caution regarding forward looking statements

This news release may contain certain "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking statements").
Forward-looking statements are often, but not always, identified by the use of
words such as "seek", "anticipate", "believe", "plan", "estimate", "forecast",
"expect", "potential", "project", "target", "schedule", "budget" and "intend"
and statements that an event or result "may", "will", "should", "could",
"would" or "might" occur or be achieved and other similar expressions and
includes the negatives thereof. Forward-looking statements herein include, but
at not limited to, statements with respect to: the delisting of the Cornish
Canada Shares and the listing of the Cornish UK Shares; the application by
Cornish Canada to cease to be a reporting issuer in applicable Canadian
jurisdictions; and early warning disclosure. All statements other than
statements of historical fact included in this news release, are
forward-looking statements that involve various risks and uncertainties and
there can be no assurance that such statements will prove to be accurate and
actual results and future events could differ materially from those
anticipated in such statements.

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

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 Cornish Metals 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 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.

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

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCTFBLTMTJBMPA



            Copyright 2019 Regulatory News Service, all rights reserved