REG - Cornish Metals Inc. - Retail Offer

Cornish MetalsAnnouncement

28/01/2025 14:00

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RNS Number : 9963U  Cornish Metals Inc.  28 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.

28 January 2025

Cornish Metals Inc

("Cornish Metals" or the "Company")

(AIM/TSX-V: CUSN)

Retail Offer

Cornish Metals, 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 a
retail offer via BookBuild to raise up to £3 million before expenses (the
"Retail Offer") at an issue price of 8 pence per new common share (as defined
below) (the "Issue Price"). The Company reserves the right to increase the
size of the Retail Offer subject to demand. Should it choose to do so it will
make an announcement via a regulatory information service.

In addition to the Retail Offer and, as announced today, the Company has
launched the Placing together with details of the NWF Subscription, VBR
Subscription and Directors' Participation (all of which as defined in that
prior announcement and together the "Fundraising") to raise gross proceeds of
a minimum of £56 million (before expenses) through the conditional issue of
new Common Shares (the "New Shares") at the Issue Price. For the avoidance of
doubt, the Retail Offer is not part of the Placing, NWF Subscription VBR
Subscription or Directors Participation.

The Issue Price represents a discount of approximately 3.61 per cent to the
closing share price of 8.3 pence per existing common share on 27 January 2025
(being the latest practicable date prior to the date of this Announcement).

A separate announcement has been made regarding the Fundraising and sets out
the reasons for carrying out the Fundraising and the intended use of
proceeds.  The proceeds of the Retail Offer will be utilised in the same way
as the proceeds of the wider Fundraising.

As previously announced, the Fundraising (other than the Retail Offer Shares
and the NWF Subscription Shares) will be undertaken in two tranches. The first
tranche will utilise the Company's share issuance authorities granted at its
annual general meeting held on 4 June 2024 (being up to a maximum of
133,817,678. The second tranche will be conditional upon the Company obtaining
new share issuance authorities from shareholders at a special meeting of
shareholders of the Company (the "Special Meeting") to be held on or about 18
March 2025.

The Retail Offer Shares will be issued in the Second Tranche only and are
conditional, inter alia, on the New Shares being admitted to trading on the
AIM market ("AIM") of the London Stock Exchange plc ("Admission") and the
wider Fundraising also becoming unconditional. It is anticipated that
Admission will become effective and that dealings in the New Shares (including
the Retail Offer Shares) will commence on AIM, at 8.00 a.m. on 24 March 2025.

The Retail Offer is not part of the Placing, VBR Subscription, NWF
Subscription, or Directors Participation. Completion of the Retail Offer is
conditional, inter alia, upon the completion of the other elements of the
wider Fundraising becoming unconditional  but completion of the wider
Fundraising is not conditional on the completion of the Retail Offer.

Expected Timetable in relation to the Retail Offer

 Retail Offer opens                                           28 January 2025, 2:00 p.m.
 Latest time and date for commitments under the Retail Offer  31 January 2025, 4:00 p.m.
 Results of the Retail Offer announced                        31 January 2025
 Admission and dealings in New common shares issued           24 March 2025

pursuant to the Retail Offer commence

Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.

Dealing Codes

 Ticker                       CUSN
 ISIN for the Common Shares   CA21948L1040
 SEDOL for the Common Shares  BNQRZ66

Retail Offer

The Company values its retail shareholder base, which has supported the
Company alongside institutional investors since IPO. Given the support of
retail shareholders, the Company believes that it is appropriate to provide
its retail shareholders in the United Kingdom the opportunity to participate
in the Retail Offer. The Company is therefore making the Retail Offer
available in the United Kingdom through the financial intermediaries
registered to the Bookbuild platform which are listed below, subject to
certain access restrictions.

Cavendish Capital Markets Limited ("Cavendish") will be acting as retail offer
coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders can contact their broker or wealth manager
("intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the BookBuild
platform and agree to the final terms and conditions of the Retail Offer,
which regulate, inter alia, the conduct of the Retail Offer on market standard
terms and provide for the payment of commission to any intermediary that
elects to receive a commission and/or fee (to the extent permitted by the FCA
Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.

The Retail Offer will be open at 2:00 p.m. on 28 January 2025 to existing
retail shareholders of the Company in the United Kingdom. The Retail Offer is
expected to close at 4:00 p.m. on 31 January 2025. Investors should note that
financial intermediaries may have earlier closing times. The Retail Offer may
close early if it is oversubscribed.

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact BookBuild at
email: support@bookbuild.live (mailto:support@bookbuild.live) .

The Retail Offer the subject of this Announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Offer Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the United
Kingdom; and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating intermediary). For the avoidance of doubt, persons who
only hold CFDs, Spreadbets and/or similar derivative instruments in relation
to shares in the Company are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

The New Shares will, when issued, be credited as fully paid and will rank pari
passu in all respects with existing Common Shares including the right to
receive all dividends and other distributions declared, made or paid after
their date of issue.

The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail
Offer that the aggregate total consideration payable for the Retail Offer
Shares will not exceed £3,000,000. The Company reserves the right to increase
the size of the Retail Offer subject to demand. The exemption from the
requirement to publish a prospectus, set out in section 86(1)(e) of the
Financial Services and Markets Act 2000 (as amended), will apply to the Retail
Offer.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom .

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this Announcement and information that has been published by or on behalf of
the Company prior to the date of this Announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

There is a minimum subscription of £100.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the intermediaries registered to the  Bookbuild platform which are listed
below, subject to certain access restrictions.

There is no maximum application amount to apply in the Retail Offer. The terms
and conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges.

The Company reserves the right to increase the size of the Retail Offer
subject to demand. Should the Company choose to do so it will make an
announcement via a regulatory information service.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

Key Investment Risks

The Retail Offer may involve a significant degree of risk including loss of
capital, rarity of dividends, lack of liquidity and potential for dilution and
should only be done as part of a diversified portfolio. The value of an
investment and the income from it could go down as well as up. The return of
your investment is not guaranteed and you may get back less than you
originally invested. Past performance is not an indicator of future
performance. Suffering a loss on your investment is always a possibility.
Capital is at risk.

The potential gains and losses that may arise from your investments will
depend on your appetite for risk and how you manage your approach to risk.
Investing all your money into one type of investment can be a high risk
strategy and concentrate risks to which you and that type of investment may be
exposed. A managed approach to risk may be to diversify your investments you
make across different companies' securities and different asset classes.

 

Registered Intermediaries

 AJ Bell Securities Limited                   Hargreaves Lansdown Asset Management Limited  Interactive Investor Services Limited
 Albert E Sharp LLP                           Global Investment Strategy UK Ltd             Oberon Investments Limited (RB)
 Brewin Dolphin Limited                       GPIM Limited                                  Optiva Securities Limited (RB)
 Capital Plus Partners Limited                Hawksmoor Investment Management Limited       Ramsey Crookall & Co Limited
 Clear Capital Markets Ltd                    Henderson Rowe Limited                        Redmayne Bentley LLP
 Credo Capital Limited                        Hobart Capital Markets LLP                    Shard Capital Partners LLP
 Dowgate Capital Limited                      IG Markets Limited                            Shore Capital Stockbrokers Ltd (RB)
 EFG Private Bank Limited                     Investec Wealth & Investment Limited          SI Capital Ltd
 Evelyn Partners Investment Services Limited  James Sharp & Co LLP                          Thomas Grant & Co Ltd
 First Equity Limited                         Walker Crips Investment Management Limited    Killik & Co LLP
 Fiske Plc                                    Liberum Wealth Limited                        Zeus Capital Limited (RB)

 

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 "Key Investment Risks" and "Important Notices" sections 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 Australia, New Zealand, 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 is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, and 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 or any such parent
undertaking, any branch, affiliate or associated undertaking of any such
company nor any of their respective directors, officers, partners, members,
employees, representatives, agents or a connected person (for the purposes of
section 165 of FSMA) and any successor or assignee of such persons (each a
"Cavendish Affiliate"), 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 and Cavendish 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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