REG - Cornish Metals Inc. - RESULTS OF SPECIAL MEETING OF SHAREHOLDERS

Cornish MetalsAnnouncement

18/03/2025 17:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250318:nRSR1828Ba&default-theme=true

RNS Number : 1828B  Cornish Metals Inc.  18 March 2025

 

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR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.

 

CORNISH METALS ANNOUNCES RESULTS OF SPECIAL MEETING OF SHAREHOLDERS

 

March 18, 2025

Cornish Metals Inc. (AIM/TSX-V: CUSN) ("Cornish Metals" or the "Company"), a
mineral exploration and development company focused on advancing its 100%
owned and permitted South Crofty tin project in Cornwall, United Kingdom, is
pleased to announce the results of the Special Meeting of shareholders held
via live audio teleconference on March 18, 2025 (the "Meeting") to seek the
shareholder approvals necessary to complete the previously announced
fundraising to raise gross proceeds of approximately £57.4 million (the
"Fundraising").

At the Meeting, shareholders of the Company were asked to approve the
following resolutions:

(i)    an ordinary resolution of disinterested shareholders of the Company
to approve the creation of the National Wealth Fund Limited as a new "control
person" (as such term is defined by the policies of the TSX Venture Exchange
("TSXV")) of the Company;

(ii)   an ordinary resolution of the shareholders of the Company to
authorise the directors of the Company to allot shares in the Company and to
grant rights to subscribe for or convert any security into shares of the
Company;

(iii)  an extraordinary resolution of the shareholders of the Company to
authorise the directors of the Company to allot certain equity securities for
cash without first having to offer them on a pre-emptive basis to existing
shareholders; and

(iv) an ordinary resolution of the shareholders of the Company to approve the
Company's "rolling" performance share plan.

A total of 334,504,918 common shares of the Company were voted at the Meeting,
representing approximately 49.99% of the issued and outstanding common shares
as at the record date of the Meeting.  All resolutions were passed by the
requisite majorities. The voting results are summarised as follows:

 MOTION                                                     Votes For    % For  Votes Against  % Against  Votes Withheld  % Withheld
 Creation of a new control person                           334,299,868  99.94  205,050        0.06       0               0.00
 Approval of specific share authority                       334,305,949  99.94  198,969        0.06       0               0.00
 Approval of specific pre-emptive disapplication authority  334,299,033  99.94  205,885        0.06       0               0.00
 Approval of performance share plan                         334,206,470  99.91  298,448        0.09       0               0.00

 

 

In addition to the approval of the resolutions related to the Fundraising,
shareholders of the Company approved the adoption of a performance unit plan
(the "Performance Share Plan"), effective February 4, 2025. The Performance
Share Plan is a 10% rolling plan, whereby the maximum aggregate number of
common shares issuable pursuant to all security-based compensation must not
exceed 10% of the issued and outstanding common shares of the Company from
time to time. The Performance Share Plan remains subject to final TSXV
approval.

 

ISSUE OF EQUITY AND TOTAL VOTING RIGHTS

 

Application has been made for the 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) to be
admitted to trading which is expected to occur at 8.00 a.m. (London time) on
or around 24 March 2025 ("Admission") (or such later date as may be agreed
between the Company and the Joint Bookrunners) at which point the Fundraising
will complete.

 

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.

 

Following Admission, the total number of Common Shares of the Company in issue
on Second Admission will be 1,252,414,079. The total number of voting rights
in the Company as at Second Admission will therefore be 1,252,414,079 ("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, Guidance and Transparency Rules. The Company does not hold any
shares in treasury.

 

On Admission, 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 details of the Fundraising, please refer to: (i) the new release
dated January 28, 2025 (Titled: "Strategic Investment and Proposed Fundraising
of a minimum of £56 million") (being the Launch Announcement); (ii) the news
release dated January 28, 2025 (Titled: "Result of Fundraising"); (iii) the
news release dated January 31, 2025 (Titled: "Results of Retail Offer"); (iv)
the news release dated February 7, 2025 (Titled: "Cornish Metals Closes First
Tranche of Fundraising"); and (v) the Company's management proxy circular
dated February 12, 2025 (which circular contains details of each of the
matters considered at the Meeting, including a copy of the Performance Unit
Plan in its entirety), copies of which are available on the Company's profile
on SEDAR+ at www.sedarplus.ca.

 

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

 

ON BEHALF OF THE BOARD OF DIRECTORS

 

"Don Turvey"

Don Turvey

 

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

 

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)

 (Financial Adviser)                                                    Andrew Chubb       Tel: +44 207 907 8500

                                                                        Jay Ashfield

 Cavendish Capital Markets Limited                                      Derrick Lee        Tel: +44 131 220 6939

 (Joint Broker)                                                         Pearl Kellie

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

 (Financial PR)                                                         Megan Ray          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.

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.

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 Fundraising
and the expected timing to close the Fundraising. 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.

 

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  ROMUWRBRVOUOAAR