REG - Cornish Metals Inc. - Result of Fundraising

Cornish MetalsAnnouncement

28/01/2025 13:45

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RNS Number : 9960U  Cornish Metals Inc.  28 January 2025

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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 ITSELF
CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER FOR SALE OR
SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE 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.

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").

28 January 2025

Cornish Metals Inc

(AIM/TSX-V: CUSN) ("Cornish Metals" or the "Company")

Result of Fundraising

 

Cornish Metals Inc, the 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, further to the announcement made at
7:42am on 28 January 2025  (the "Launch Announcement"), it has successfully
concluded the Placing to raise gross proceeds of approximately £56 million
(before expenses) through the conditional subscription of an aggregate
700,000,000 new common shares of no par value each in the Company (the
"Placing Shares") at a price of 8 pence per Placing Share (the "Issue Price").

 

The Placing Shares of 115,448,000 new common shares include 4,927,434 new
common shares issued pursuant to the Broker Option which was exercised by the
Placing Agents.

 

Hannam & Partners and SP Angel acted as joint bookrunners in connection
with the Placing with Canaccord Genuity acting as co-manager.

 

Separate announcements of the launch and result of the Retail Offer will be
made in due course. The result of the Retail Offer will also confirm the final
aggregate results of the Fundraising.

 

Capitalised terms in this announcement have the same meaning as in the Launch
Announcement unless otherwise indicated.

 

Don Turvey, CEO of Cornish Metals, commented: "We are delighted to announce
the successful completion of this well supported fundraising. We are grateful
for the continued support of 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 the Company. Having achieved numerous important
milestones in the last year, including the progress of mine dewatering and
shaft refurbishment, as well as completion of a robust Preliminary Economic
Assessment, this financing enables the Company to maintain the strong momentum
as we continue to progress towards a restart of tin production at South
Crofty."

 

Related Party Transactions

Certain Directors of the Company, whose names are set out below (the
"Participating Directors") have participated in the Fundraising and have
conditionally subscribed for the following Director Participation Shares at
the Issue Price as set out below:

 

 Director                 No. of First Tranche Director Participation Shares conditionally subscribed  No. of Second Tranche Director Participation Shares conditionally subscribed  Expected shareholding in the Company's issued share capital as enlarged by the
                          for                                                                          for                                                                           Fundraise on Completion*
 Patrick F. N. Anderson    59,212                                                                       10,726                                                                        0.05%
 Lodewyk Daniel Turvey     211,660                                                                      38,340                                                                        0.02%
 Anthony Trahar            658,497                                                                      119,281                                                                       0.16%
 Samantha Hoe-Richardson   105,830                                                                      19,170                                                                        0.01%
 Stephen Gatley            169,328                                                                      30,672                                                                        0.02%
 Kenneth A. Armstrong      88,818                                                                       16,089                                                                        0.03%
 Donald Robert Njegovan    59,212                                                                       10,726                                                                        0.10%

*Assuming no take up of the Retail Offer

 

Participation by the Participating Directors in the Fundraising constitutes a
Related Party Transaction pursuant to Rule 13 of the AIM Rules for Companies.
The Independent Director, being John McGloin, having consulted with SP Angel
Corporate Finance LLP, the Company's nominated adviser, considers that the
participation by the Participating Directors is fair and reasonable in so far
as shareholders are concerned.

 

Participation by the Participating Directors also 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 Limited ("VBR"), the Company's strategic investor and
substantial shareholder, as defined by the AIM Rules for Companies, has
exercised its Participation Right pursuant to the VBR 2022 Investment
Agreement entered into with the Company on March 27, 2022. The Company and VBR
have entered into the Debt Set Off Agreement whereby they have conditionally
agreed to set off amounts owed by the Company to Vision Blue under the
Facility against amounts due from Vision Blue to the Company in respect of the
subscription of the VBR Participation Right Shares pursuant to the VBR 2022
Investment Agreement.

For further details of the Debt Set Off Agreement, please refer to the Launch
Announcement.

 

Participation by VBR in the Fundraise constitutes a Related Party Transaction
pursuant to Rule 13 of the AIM Rules for Companies. The Independent Directors,
being in the case of the VBR Subscription, all directors of the Company other
than Tony Trahar, having consulted with SP Angel Corporate Finance LLP, the
Company's nominated adviser, consider that the VBR Subscription is fair and
reasonable in so far as shareholders are concerned. Tony Trahar is the VBR
nominated director on the board of the Company.

 

Vision Blue 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.
The subscription by Vision Blue of the VBR Additional Subscription Shares
would constitute a "related party transaction" of the Company under MI 61-101
and the rules and policies of the TSX-V.

 

Further Details of the Placing, VBR Subscription and Director Participations

 

The VBR Subscription, the Placing and the Director Participations are being
undertaken in two tranches as the Company, at the date of the Launch
Announcement, has insufficient authorities from its shareholders to issue all
of the New Shares.

 

Accordingly, the Company plans to utilise the share issuance authorities that
it was granted at its annual general and special meeting held on June 4, 2024
to issue the First Tranche New Shares (being, up to a maximum of 133,817,678
new common shares of the Company, and comprising: (i) 34,722,222 First Tranche
VBR Subscription Shares; (ii) 97,742,899 First Tranche Placing Shares; and
(iii)  1,352,557 First Tranche Director Participation Shares.

 

None of the NWF Subscription Shares nor the Retail Offer Shares will be issued
in the first tranche of the Fundraising.

 

Any new Common Shares of the Company which are not issuable by the Company in
the first tranche of the Fundraising pursuant to the Company's existing share
issuance authorities shall be issued by the Company conditional upon the
Company obtaining new share issuance authorities from shareholders at a
special meeting of shareholders of the Company to be held on or about 18 March
2025 (the "Special Meeting").

 

Further details in respect of the Fundraising will be included in a material
change report to be filed by the

Company.

 

Special Meeting

 

Subject to receipt of the TSXV Conditional Approval, the Company expects to
file the management information circular in respect of the Special Meeting on
the Company's profile on SEDAR+ at www.sedarplus.ca (http://www.sedarplus.ca)
on or about  18 February 2025, providing further details of the Fundraising
(including, the NWF Subscription Agreement) and a notice convening the Special
Meeting, to seek the necessary shareholder approvals, including, to approve
the creation of NWF as a new "Control Person" of the Company and to approve
new share issuance authorities for the Fundraising.

 

Issue of Equity and Admission

 

An application will be made to the London Stock Exchange for admission of
133,817,678 New Shares, comprising 97,742,899 First Tranche Placing Shares,
34,722,222 First Tranche VBR Subscription Shares and 1,352,557 First Tranche
Director Subscription Shares.  The issuance of the First Tranche New Shares
is subject to conditional approval by the TSX Venture Exchange.  It is
expected that First Admission will become effective and trading will commence
in the First Tranche New Shares, at 8.00 a.m. on or around 6 February 2025 (or
such later date as may be agreed between the Company and the Joint
Bookrunners).

 

The First Tranche New Shares will rank pari passu in all respects with the
Company's existing Common Shares. Following First Admission, the total number
of Common Shares in the Company in issue will be 669,088,390. The total number
of voting rights in the Company as at First Admission will therefore be
669,088,390 ("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 and Transparency
Rules. The Company does not hold any shares in treasury.

 

A separate announcement will be made in due course in respect of the admission
to trading of the First Tranche New Shares.

 

The New Shares: (i) have not been qualified for distribution by prospectus in
Canada, and (ii) may not be offered or sold in Canada during the course of
their distribution except pursuant to a Canadian prospectus or in reliance on
an available prospectus exemption. Subject to completion of the Fundraise, all
the New Shares to be issued as part of the Fundraise will be subject to a hold
period of four months and one day from the date of their issuance in
accordance with applicable Canadian securities legislation. Under applicable
Canadian securities legislation, such hold period will apply to a trade (as
defined under applicable Canadian securities legislation) of the New Shares in
Canada or through a market in Canada, such as the TSX-V.

 

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.

 

All references to time in this Announcement are to London time, unless
otherwise stated.

 

ON BEHALF OF THE BOARD OF DIRECTORS

 

"Lodewyk Daniel (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 Financial Adviser)                                 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         tim.blythe@blytheray.com (mailto:tim.blythe@blytheray.com)

 (Financial PR)                                                           Megan Ray          megan.ray@blytheray.com (mailto:megan.ray@blytheray.com)

                                                                                             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.

The person responsible for arranging the release of this announcement on
behalf of the Company is Don Turvey.

 

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 signing the NWF Subscription Agreement, NWF will, on completion
of the NWF Subscription, beneficially own and control up to 356,911,283  NWF
Subscription Shares, resulting in NWF having an ownership interest of up to
28.89% of the issued and outstanding common shares of the Company, assuming an
aggregate Fundraising by the Company of £56 million (including the NWF
Subscription) and the issuance by the Company of an aggregate of 700,000,000
common shares pursuant to the Fundraising (including the NWF Subscription
Shares).  These figures are the maximum position and assume that no funds are
raised in the Retail Offer.

 

Prior to signing the NWF Subscription Agreement, NWF did not own or control
any securities of the Company.  The aggregate value of the NWF Subscription
Shares to be issued to NWF on completion may be up £28,552,903 (equivalent to
C$51,032,603, 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 Subscription Share, using the Exchange Rate).  NWF entered
into the NWF Subscription Agreement to acquire 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, 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 holds 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$0.485 based on the Bank of Canada's closing
daily exchange rate for British pounds on January 27, 2025 of C$1.7956 per
£1.00) for each Warrant Share for a period of 36 months expiring May 24,
2025.

 

VBR has agreed pursuant to the VBR Subscription Agreement to subscribe at the
Issue Price for such number of VBR Participation Rights Shares which are
required to maintain its 25.95% ownership interest in the Company. VBR has
also agreed to subscribe for a number of VBR Additional Subscription Shares,
as described above and in the Launch Announcement. The percentage of the
Company's common shares owned and controlled by VBR may increase as a result
of the Fundraise.

 

The total number of shares which VBR will subscribe for (which will comprise
those exercised pursuant to the Participation Right and, separately, the
number of any VBR Additional Subscription Shares), and the total number of
common shares to be held by VBR as a result of the Fundraise (and resulting
shareholding percentage) will be confirmed by the Company following the
results of the Retail Offer.

 

VBR is acquiring 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, or to obtain a copy of the subject early warning report,
please contact: Aura Financial info@vision-blue.com; +44 207 321 0000.

 

 

IMPORTANT INFORMATION

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 in connection with the Fundraise and
the issuance of the New Shares, including the timeline of certain events in
respect thereof, including the satisfaction of conditions for closing of the
Fundraise, including TSX-V Conditional Approval, related party transaction
matters and statements regarding the Special Meeting (including the filing of
the management information circular in respect of the Special Meeting).
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 - First Tranche Director Participation Shares
                                                                                  only
 c)      Price(s) and volume(s)

                                                                                                                         Price(s)              Volume(s)
                                                                                  1.                                     8 pence               59,212
                                                                                  2.                                     8 pence               211,660
                                                                                  3.                                     8 pence               658,497
                                                                                  4.                                     8 pence               105,830
                                                                                  5.                                     8 pence               169,328
                                                                                  6.                                     8 pence               88,818
                                                                                  7.                                     8 pence               59,212

 d)      Aggregated information

         - Aggregated volume                                                      1,352,557
         - Price                                                                   8 pence

 e)      Date of the transaction                                                  28 January 2025
 f)      Place of the transaction                                                 Outside of a trading venue

 

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