REG - Cornish Metals Inc. - RECEIPT OF FINAL ORDER FOR PLAN OF ARRANGEMENT

Cornish MetalsAnnouncement

15/12/2025 07:00

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RNS Number : 4126L  Cornish Metals Inc.  15 December 2025

 

CORNISH METALS OBTAINS FINAL ORDER FOR PLAN OF ARRANGEMENT

 

Vancouver, December 12, 2025

Cornish Metals Inc. (AIM/TSXV: CUSN) ("Cornish Metals", "Cornish Canada" or
the "Company"), a mineral exploration and development company focused on
advancing its wholly owned and permitted South Crofty tin project in Cornwall,
United Kingdom, is pleased to announce that the Company has obtained a final
order from the Ontario Superior Court of Justice approving the previously
announced re-domicile of the Company to the United Kingdom by way of a
statutory plan of arrangement (the "Arrangement").

As previously disclosed by the Company, the Arrangement will result in the
transfer all of the issued and outstanding common shares of the Company (each
a "Cornish Canada Share") to Cornish Metals plc ("Cornish UK") in exchange for
the issue to the Company's shareholders 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 the event that any holder of Cornish Canada Shares holds fewer than
ten (10) Cornish Canada Shares, or the number of Cornish Canada Shares held
when divided by ten (10) is not a whole number, such allocation will be
rounded down to the nearest whole number (or zero, if fewer than ten (10)
Cornish Canada Shares are held immediately prior to the of effective date of
the Arrangement).

 

The Arrangement remains subject to the satisfaction of customary closing
conditions and is expected to close on or about December 16, 2025. Following
completion of the Arrangement, the Cornish Canada Shares are expected to be
delisted from the TSX Venture Exchange. An application is also expected to be
made for the Company to cease to be a reporting issuer in the applicable
jurisdictions upon closing of the Transaction.

 

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

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.

ON BEHALF OF THE BOARD OF DIRECTORS

"Don Turvey"

Don Turvey

CEO and Director

 

ENDS

 

 

Engage with us directly at our investor hub. Sign up at:
https://investors.cornishmetals.com/link/P4xOzP
(https://investors.cornishmetals.com/link/P4xOzP)

 

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 consummation and timing of
the Arrangement; the satisfaction of the conditions precedent of the
Arrangement; timing, receipt and anticipated effects of court, regulatory and
other consents and approvals for the Arrangement; and the timing and effect of
other principal events relating to the Arrangement. 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 the
Company's 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.

The Company'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. The Company 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. The Company 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.

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