REG - Cornish Metals Inc. - Result of Retail Offer

Cornish MetalsAnnouncement

31/01/2025 18:00

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RNS Number : 5460V  Cornish Metals Inc.  31 January 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA
OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR
TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE
END OF THIS ANNOUNCEMENT.

THE CONTENT OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY, HAS BEEN APPROVED BY CAVENDISH CAPITAL MARKETS
LIMITED, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY,
SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMENDED).

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF CORNISH METALS
INC.

31 January 2025

Cornish Metals Inc

("Cornish Metals" or the "Company")

(AIM/TSX-V: CUSN)

Result of Retail Offer

 

Further to the announcement by the Company in respect of the Retail Offer
dated 28 January 2025 (the "Retail Offer Announcement"), Cornish Metals Inc
(AIM: CUSN), a mineral exploration and development company focused on the
advancement and restart of its 100% owned and permitted South Crofty
high-grade tin project in Cornwall, United Kingdom, is pleased to announce
that, following the closing of the Retail Offer on the BookBuild platform on
31 January 2025, the Company has conditionally raised total gross proceeds of
£1.371 million (the "Retail Offer") by way of a successful subscription for a
total of 17,143,367 Retail Offer Shares at the Issue Price of 8 pence per
share in connection with the Retail Offer.

Other than where defined, capitalised terms used in this Announcement have the
meanings given to them in the Retail Offer Announcement.

As previously announced, the Placing and Subscription will be undertaken in
two tranches.  A total of 133,817,678 First Tranche New Shares (comprising:
34,722,222 First Tranche VBR Subscription Shares; 97,742,899 First Tranche
Placing Shares; and 1,352,557 First Tranche Director Participation Shares)
will be issued on First Admission (which, subject to TSXV Conditional
Approval) is expected to occur 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).

All Retail Offer Shares and NWF Subscription Shares will be issued in the
second tranche of the Fundraising. Consequently a total of 583,325,689 Second
Tranche New Shares (comprising: 17,143,367 Retail Offer Shares; 356,911,283
NWF Subscription Shares; 191,320,934 Second Tranche VBR Subscription Shares;
17,705,101 Second Tranche Placing Shares; and 245,004 Director Participation
Shares) are expected to be issued on Second Admission (which, subject to TSXV
Conditional Approval and the passing of the shareholder resolutions referred
to below) is expected to occur at 8.00 a.m. on or around 24 March 2025 (or
such later date as may be agreed between the Company and the Joint
Bookrunners). The aggregate value of the NWF Subscription Shares to be issued
to NWF on Second Admission will be £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).

Completion of the Retail Offer (and the issue of the other Second Tranche New
Shares) is conditional, inter alia, upon approval of the Shareholders at the
General Meeting to be held on or about 18 March 2025, the Placing becoming
unconditional, the NWF Subscription becoming unconditional, the VBR
Subscription becoming unconditional and on Admission of the Second Tranche New
Shares.

The New Shares, when issued, will be fully paid and will 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.

The total number of Common Shares of the Company in issue on First Admission
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.

On Second Admission, it is expected that Vision Blue Resources Limited will
hold 29.14% of the Total Voting Rights and the National Wealth Fund Limited
will hold 28.50% of the Total Voting Rights.

For further 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)                                               Pearl Kellie

 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

Further information on the Company can be found on its website at:
https://cornishmetals.com/

The Company's LEI is 8945007GJ5APA9YDN221.

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

Important Notices

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  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.

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S under the US Securities
Act. In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Cavendish Capital Markets Limited ("Corporate Finance Bank") is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for the Company and for no-one else and will not regard any other
person (whether or not a recipient of this announcement) as its client in
relation to the Retail Offer and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients, nor for
providing advice in connection with the Retail Offer, Admission and the other
arrangements referred to in this announcement.

The value of Common Shares and the income from them is not guaranteed and can
fall as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than you originally invested. Figures
refer to past performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of currency
fluctuations.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Each
of the Company and Cavendish Capital Markets Limited expressly disclaims any
obligation or undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the assumptions,
conditions or circumstances on which any such statements are based unless
required to do so by the Financial Conduct Authority, the London Stock
Exchange or applicable law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Cavendish Capital Markets Limited
or any of affiliates, accepts any responsibility or liability whatsoever for,
or makes any representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the information
in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Each of the Cavendish Capital Markets Limited and  affiliates,
accordingly disclaims all and any liability whether arising in tort, contract
or otherwise which it might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Common Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

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