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Results Of Special Meeting Of Shareholders

In brief · summary, not quotable

Shareholders approved fundraising of £57.4 million and related resolutions at special meeting on 18 March 2025.

  • Fundraising gross proceeds £57.4 million
  • Shares voted at Meeting 334,504,918
  • Percentage of issued shares voted 49.99%
  • Second Tranche New Shares to be admitted 583,325,689
  • Total Common Shares post-Admission 1,252,414,079
  • Vision Blue Resources voting stake post-Admission 29.14%
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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:

  • 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;
  • 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;
  • 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
  • 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:

MOTIONVotes For% ForVotes Against% AgainstVotes Withheld% Withheld
Creation of a new control person334,299,86899.94205,0500.0600.00
Approval of specific share authority334,305,94999.94198,9690.0600.00
Approval of specific pre-emptive disapplication authority334,299,03399.94205,8850.0600.00
Approval of performance share plan334,206,47099.91298,4480.0900.00

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.

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

Caution regarding forward looking statements

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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