REG - Cornish Metals Inc. - FILING OF MATERIALS REGARDING PROPOSED RE-DOMICILE

Cornish MetalsAnnouncement

03/11/2025 15:00

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RNS Number : 9657F  Cornish Metals Inc.  03 November 2025

 

CORNISH METALS ANNOUNCES FILING OF A MANAGEMENT INFORMATION CIRCULAR AND
RELATED MATERIALS FOR ITS SPECIAL MEETING OF SHAREHOLDERS IN RELATION TO ITS
PROPOSED RE-DOMICILE

 

Vancouver, November 3, 2025

Cornish Metals Inc. (AIM/TSXV: CUSN) ("Cornish Metals", "Cornish Canada" or
the "Company") is pleased to announce that it has mailed and filed a
management information circular and related materials (the "Meeting
Materials") for its special meeting (the "Special Meeting") of shareholders
(the "Cornish Canada Shareholders") and equity award holders of Cornish Canada
(together with the Cornish Canada Shareholders, "Cornish Canada
Securityholders") to be held on December 3, 2025, in connection with which
Cornish Canada will effectively be re-domiciled to the UK (the "Re-Domicile"
or the "Transaction") as most recently announced on October 8, 2025.

The Special Meeting will be held at 9.00 am (Vancouver time) (being 5.00 pm
(London time)) on December 3, 2025 in a virtual-only format conducted via live
audio teleconference. Registered Cornish Canada Securityholders and duly
appointed proxyholders will be able to vote and ask questions at the Special
Meeting. Beneficial Cornish Canada Shareholders who have not duly appointed
themselves as proxyholders may attend the Special Meeting as guests but shall
not be able to vote or ask questions. Cornish Canada Securityholders should
closely review the Meeting Materials to ensure that they are able to cast
their vote at and participate in the Special Meeting.

In connection with the Re-Domicile, Cornish Metals plc ("Cornish UK") will
apply for admission to trading of its Cornish UK Shares on the AIM market of
the London Stock Exchange ("AIM"). Pursuant to the application for the
admission of its ordinary shares ("Cornish UK Shares") to trading on AIM,
Cornish UK has published an AIM Schedule 1 announcement ("Schedule 1
Announcement") together with an Appendix to that announcement ("Appendix")
which contains more information about the Re-Domicile and Cornish UK.

The Meeting Materials, the Schedule 1 Announcement and the Appendix are
available for viewing on the Company's website at www.cornishmetals.com
(https://cornishmetals.com/investors/shareholder-meetings/)  and on its
SEDAR+ profile at www.sedarplus.ca (http://www.sedarplus.ca) . Additionally,
a Q&A about the Re-Domicile is also available for viewing on the Company's
website at www.cornishmetals.com
(https://cornishmetals.com/investors/shareholder-meetings/) .

Following the Re-Domicile, shareholders will retain the same percentage
ownership interest in Cornish UK as they held in Cornish Canada, and
accordingly will hold the same proportionate interest in the profits, net
assets and dividends of Cornish UK as they had in Cornish Canada immediately
prior to the Re-Domicile becoming effective.

Capitalised terms used in this announcement have the same meaning as ascribed
to them in the Meeting Materials, unless otherwise defined herein.

Reasons for the Arrangement

The Board believes that the Re-Domicile in accordance with the terms of the
Arrangement and the admission of the Cornish UK Shares to trading on AIM will
be in the best interests of Cornish Canada and Cornish Canada Securityholders.
Pursuant to an investment agreement dated January 28, 2025 (the "Investment
Agreement"), Cornish Canada has undertaken to National Wealth Fund Limited, a
UK state owned investment entity ("NWF"), to use all reasonable but
commercially prudent endeavours to effect the Re-Domicile by no later than
March 24, 2026 (as previously disclosed in the management information circular
of Cornish Canada dated February 12, 2025 relating to the special meeting of
the Cornish Canada Shareholders held on March 18, 2025). Further, given the
location of Cornish Canada's assets, the Board believes that a UK-domiciled
company would be more appropriate operationally and from an investor
standpoint for the reasons set out below:

·    Cornish UK intends for the majority of its directors to be based in
the UK, so that they can be closer to where the majority of its shareholders
reside and where its material assets and potential debt providers are located.

·    Since being admitted to trading on AIM in 2021, Cornish Canada has
been successful in raising funding from the UK capital markets. Cornish UK
intends to raise a significant amount of new debt and equity financing to fund
its growth and believes that a UK domiciled company with a quotation on AIM is
the best way to achieve this objective.

·    The Board believes that admission of the Cornish UK Shares will raise
Cornish UK and its affiliates' profile and status amongst European investors
and within the international mining sector generally, along with giving
Cornish Canada access to an international market with a broad, relevant peer
group and considerable research expertise.

·    Cornish Canada currently incurs high costs associated with having a
dual listing on AIM and on TSXV. The Directors believe that a single quotation
on AIM will free up management time, and reduce overall costs and regulatory
requirements thereby improving efficiency without material downside.

·    Canadian shareholders are estimated to represent less than 10% of
Cornish Canada's shareholder base. Given that Cornish Canada has not been able
to raise significant funds from its Canadian shareholders in the past, the
Directors believe that the Canadian shareholder base may continue to decrease
given future funding requirements. The Board believes that the Canadian
shareholder base may continue to decrease and, as a result, having a single
quotation on AIM would allow Cornish Canada to be more cost efficient without
material downside.

·    The Cornish Canada Shares currently have less liquidity on the TSXV
compared to AIM. The liquidity of Cornish Canada Shares has increased
significantly since Cornish Canada was admitted to trading on AIM.

·    The Board values the strategic investment made by NWF into Cornish
Canada and believes it is in the best interests of Cornish Canada and the
Cornish Canada Securityholders to fulfil its undertakings to NWF under the
Investment Agreement.

Principal terms of the Arrangement

Under the terms of the Arrangement Agreement, if the requisite approval of the
Arrangement is obtained from the Cornish Canada Securityholders and the Court
and the Arrangement is effected, Cornish Canada's Shareholders will receive
one (1) Cornish UK Share for every ten (10) Cornish Canada Share held, rounded
down to the nearest whole number (or to zero if the relevant holding is less
than 10).

Each holder of equity awards in Cornish Canada will receive replacement awards
in Cornish UK on the substantively the same terms as originally granted,
mutatis mutandis, to ensure they have the same economic benefit in Cornish UK
as they held in Cornish Canada immediately prior to the effective time of the
Arrangement (the "Effective Time").

Accordingly, immediately upon the Arrangement becoming effective, a Cornish
Canada Shareholder and award holder will have the same proportionate interest
in the profits, net assets and dividends of Cornish UK as they had in Cornish
Canada immediately prior to the Effective Time. Cornish UK will have the same
business and operations immediately after the Effective Time as Cornish Canada
had immediately before the Effective Time. The assets and liabilities of
Cornish UK immediately after the Effective Time will not differ materially
from the assets and liabilities Cornish Canada had before the Effective Time,
save that Cornish UK will hold all of the common shares then in issue in
Cornish Canada.

Following the Re-Domicile, Cornish Canada intends to delist the Cornish Canada
Shares from the TSXV and cancel the admission to trading of the Cornish Canada
Shares on AIM. Cornish Canada also intends to apply to cease to be a reporting
issuer in Canada following completion of the Transaction.

Structure of the Arrangement

On October 20, 2025, Cornish Canada obtained the Interim Order from the
Ontario Superior Court of Justice authorizing the holding of the Special
Meeting and matters relating to the conduct of the Special Meeting. At the
Special Meeting, Cornish Canada Securityholders will be asked to consider and,
if deemed advisable, pass, with or without variation, a special resolution
(the "Arrangement Resolution") to approve the Arrangement, in accordance with
the terms of an arrangement agreement (the "Arrangement Agreement") entered
into by the Company and Cornish UK on October 7, 2025.

Pursuant to the Arrangement Agreement, Cornish UK will acquire the entire
issued and outstanding share capital of Cornish Canada (the "Cornish Canada
Shares") from existing Cornish Canada Shareholders in exchange for the issue
of new Cornish UK Shares to the Cornish Canada Shareholders, on the basis of
one (1) Cornish UK Share for every ten (10) Cornish Canada Shares held,
rounded down to the nearest whole number (or to zero if the relevant holding
is less than 10), such that Cornish UK will be owned by the existing
shareholders of Cornish Canada in the same relative proportions as they
currently own Cornish Canada. In connection with the Re-Domicile, Cornish UK
will apply for admission to trading of its Cornish UK Shares on AIM. Pursuant
to the application for the admission of Cornish UK Shares to trading on AIM,
Cornish UK has published the Schedule 1 Announcement together with the
Appendix to that announcement which contains more information about the
Re-Domicile and Cornish UK.

The Meeting Materials contain important information regarding the Transaction
and contain a notice of Special Meeting of Cornish Canada to be held virtually
on December 3, 2025 at 9:00 a.m. (Vancouver time) and 5:00 p.m. (London time).
The Meeting Materials also outline the considerations of the board of
directors of Cornish Canada (the "Board") with respect to its determination
that the Transaction is in the best interests of Cornish Canada and the
Cornish Canada Securityholders and its recommendation that all Cornish Canada
Securityholders vote in favour the Arrangement. Cornish Canada Securityholders
should carefully review all of the Meeting Materials as they contain important
information concerning the Transaction and the rights and entitlements of
Cornish Canada Securityholders thereunder.

The Board unanimously recommends that Cornish Canada Securityholders vote FOR
the Arrangement Resolution.

Next steps for Cornish Canada Securityholders

Pursuant to the Interim Order, the record date for determining Cornish Canada
Securityholders who are entitled to receive notice of and to vote at the
Special Meeting is October 8, 2025. Only registered Cornish Canada
Securityholders as of October 8, 2025 are entitled to receive the notice of
Special Meeting and to attend and vote at the Special Meeting in person or by
proxy.

Registered holders of Cornish Canada Shares must complete and return a Letter
of Transmittal, together with the certificates (or a direct registration
system advice, as applicable) representing their Cornish Canada Shares, in
order to receive their Cornish UK Shares in accordance with the instructions
contained therein.

Registered holders of depositary interests (i.e. interests in Cornish Canada
Shares held through CREST in the UK) do not have a complete a Letter of
Transmittal or perform any other action to accept the offer, as Computershare
Investor Services PLC shall submit a Letter of Transmittal on their behalf.

Cornish Canada Shareholders whose Cornish Canada Shares are registered in the
name of a broker, investment dealer or other intermediary should contact that
broker, investment dealer or other intermediary for instructions and
assistance in delivery of the share certificate(s) representing those Cornish
Canada Shares.

Voting at the Special Meeting

The Transaction will be subject to the approval of at least: (i) 66⅔% of the
votes cast Cornish Canada Shareholders present in person or represented by
proxy and entitled to vote at the Special Meeting; (ii) 66⅔% of the votes
cast by Cornish Canada Securityholders  present in person or represented by
proxy and entitled to vote, voting together as a single class, at the Special
Meeting; and (iii) a simple majority of the votes cast of such resolution by
Cornish Canada Shareholders present in person or represented by proxy and
entitled to vote at the Special Meeting, other than the votes attached to the
Cornish Canada Shares required to be excluded pursuant to Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions. In addition to Cornish Canada Securityholder approval, the
Transaction is also subject to the receipt of certain regulatory, court and
TSXV approvals, and other closing conditions customary in transactions of this
nature.

NWF owning in aggregate approximately 28.45% of the outstanding Cornish Canada
Shares, has entered into voting support agreements pursuant to which they have
agreed, among other things, to vote such shares in favour of the Transaction.

Full details of the Transaction are included in the Meeting Materials.

Expected timetable of principal events

It is expected that the acquisition of all the outstanding Cornish Canada
Shares by Cornish UK (and the corresponding issue of new Cornish UK Shares to
former Cornish Canada Shareholders) will occur on or about December 16, 2025.
Admission of the entire issued share capital of Cornish UK to trading on AIM
is expected to occur on or about December 18, 2025, subject to satisfaction of
the conditions to closing.

                                                                     2025
 Date of publication of the Meeting Materials                        November 3
 Latest date for receipt of Forms of Instruction                     November 28
 Latest date for receipt of Forms of Proxy                           December 1
 Time and date of Special Meeting to approve Arrangement             9:00 a.m. (Vancouver time) and 5:00 p.m. (London time)

on December 3
 Final Court hearing for approval of the Plan of Arrangement         December 11
 Effective Date of the Plan of Arrangement                           December 16
 Delisting of Cornish Canada Shares on TSXV                          December 16
 Last day of trading of Cornish Canada Shares on AIM                 4:30 p.m. (London time) on December 16
 Suspension of Cornish Canada Shares on AIM                          7.30 a.m. (London time) on December 17
 Cancellation of Trading of Cornish Canada Shares on AIM             7.00 am (London time) on December 18
 Admission and commencement of dealings of Cornish UK Shares on AIM  08:00 a.m. (London time) on December 18
 CREST accounts expected to be credited by                           18 December
 Dispatch of definitive share certificates by                        Within ten business days of Admission

 ISIN Code for Cornish UK Shares                                     GB00BSLNG492
 SEDOL Code for Cornish UK Shares                                    BSLNG49
 AIM TIDM for Cornish UK                                             TIN

This timetable is indicative only. The actual timetable will depend upon the
time at which the conditions precedent to the Arrangement, including
conditions relating to receipt of regulatory approvals, are satisfied or, if
applicable, waived. Any variation to the timetable set out above will be
announced by Cornish Canada and published on Cornish Canada's website.

ABOUT CORNISH METALS

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

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

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

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

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

ON BEHALF OF THE BOARD OF DIRECTORS

"Don Turvey"

Don Turvey

CEO and Director

 

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

 

For additional information please contact:

 

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

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

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

 (Nominated Adviser & Joint Broker)                                     Charlie Bouverat

                                                                        Grant Barker

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

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

                                                                        Jay Ashfield

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

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

                                                                        Said Izagaren

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

Caution regarding forward looking statements

This news release may contain certain "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking statements").
Forward-looking statements include predictions, projections, outlook,
guidance, estimates and forecasts and other statements regarding future plans,
the realisation, cost, timing and extent of mineral resource or mineral
reserve estimates, estimation of commodity prices, currency exchange rate
fluctuations, estimated future exploration expenditures, costs and timing of
the development of new deposits, success of exploration activities, permitting
time lines, requirements for additional capital and the Company's ability to
obtain financing when required and on terms acceptable to the Company, future
or estimated mine life and other activities or achievements of Cornish Canada.
Forward-looking statements are often, but not always, identified by the use of
words such as "seek", "anticipate", "believe", "plan", "estimate", "forecast",
"expect", "potential", "project", "target", "schedule", "budget" and "intend"
and statements that an event or result "may", "will", "should", "could",
"would" or "might" occur or be achieved and other similar expressions and
includes the negatives thereof. This information is based on information
currently available to the Company and the Company provides no assurance that
actual results will meet management's expectations. Forward-looking statements
in this news release include, but are not limited to, statements with respect
to: the Transaction; closing of the Transaction; application and timing for
admission to trading of Cornish UK Shares on AIM; delisting of Cornish Canada
Shares from TSXV and cancelling the admission to trading of the Cornish Canada
Shares on AIM; the application for Cornish Canada to cease to be a reporting
issuer in Canada; distribution of the Circular to Cornish Canada
Securityholders; the Special Meeting and timing thereof; the Meeting
Materials; the recommendation of the Board to Cornish Canada Securityholders;
the effect of the Transaction; the hearing of the Court with respect to the
final order and date thereof; the Effective Date; the publication of Schedule
1 Announcement and Appendix; filing of the Schedule 1 Announcement and;
reasons for the Re-Domicile; shareholdings of Cornish UK; the business of
Cornish UK; the future intentions of board composition; future equity and debt
financings of Cornish UK; residency of Cornish UK's shareholder base; and
timing of principal events. All statements other than statements of historical
fact included in this news release, are forward-looking statements that
involve various risks and uncertainties and there can be no assurance that
such statements will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements.

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

Cornish Canada's forward-looking statements are based on the opinions and
estimates of management and reflect their current expectations regarding
future events and operating performance and speak only as of the date such
statements are made. Although the Company has attempted to identify important
factors that could cause actual actions, events or results to differ from
those described in forward-looking statements, there may be other factors that
cause such actions, events or results to differ materially from those
anticipated. There can be no assurance that forward-looking statements will
prove to be accurate and accordingly readers are cautioned not to place undue
reliance on forward-looking statements. Cornish Canada does not assume any
obligation to update forward-looking statements if circumstances or
management's beliefs, expectations or opinions should change other than as
required by applicable law.

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