Cornish Metals Closes Final Tranche Of Fundraising
Cornish Metals closes £46.7m fundraising and appoints James Whiteside to board as NWF nominee.
- Second Tranche gross proceeds £46,666,055
- Second Tranche shares admitted 583,325,689
- Total Common Shares in issue 1,252,414,079
- Vision Blue Resources shareholding 29.14%
- National Wealth Fund shareholding 28.50%
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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 that it has closed the second and final tranche of the Fundraising previously announced on January 28, 2025 (the "Launch Announcement"). The Company is also pleased to announce that Mr. James Whiteside has joined the Board of Directors as Non-Executive Director, effective immediately.
Closing of the Fundraising
Proceeds of the Fundraising will be principally used to ensure that the Company can continue with its path to development through completing the shaft refurbishment and de-watering process, the start of early project works, ordering long lead items and completion of the project finance process and up to the point of the formal final investment decision at its South Crofty Tin Mine.
As previously announced, on March 18, 2025 all Resolutions were passed at the Special Meeting which granted the Company the necessary shareholder approvals to carry out the Fundraising, and on March 20, 2025, approval from the TSX Venture Exchange (the "TSX-V") was received to proceed to close the final tranche of the Fundraising.
Accordingly, Admission of, in aggregate, 583,325,689 Second Tranche New Shares occurred at 8.00 a.m. (London time) today (24 March 2025) at which point the Fundraising completed. The Second Tranche New Shares comprised: 17,705,101 Second Tranche Placing Shares; 356,911,283 NWF Subscription Shares; 191,320,934 Second Tranche VBR Subscription Shares; 245,004 Second Tranche Director Subscription Shares; and 17,143,367 Retail Offer Shares, raising gross proceeds of £46,666,055 (approximately C$83,406,240).
The Second Tranche New Shares are fully paid and 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 is 1,252,414,079. The total number of voting rights in the Company is therefore 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 now holds 29.14% of the Total Voting Rights and the National Wealth Fund Limited holds 28.50% of the Total Voting Rights.
For further details of the Fundraising, please refer to: (i) 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 news release dated March 18, 2025 (Titled: "Cornish Metals Announces Results of Special Meeting of Shareholders"), copies of which are available on the Company's profile on SEDAR+ at www.sedarplus.ca.
Participation by the Participating Directors 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 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. In connection with the Director Participations, the Company is relying on: (i) the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101 as a result of the Common Shares only being listed on the TSX-V and being admitted for trading on AIM; and (ii) the exemption from the minority approval requirement in section 5.7(1)(a) of MI 61-101 as neither the fair market value of the Common Shares to be distributed to, nor the fair market value of the consideration to be received from, insofar as it involves interested parties (being, Vision Blue in respect of the Additional VBR Subscription and the Director Participations), exceeds 25% of the Company's market capitalization.
In accordance with applicable Canadian securities legislation, the Second Tranche Placing Shares, the NWF Subscription Shares; the Second Tranche VBR Subscription Shares, the Second Tranche Director Subscription Shares and the Retail Offer Shares will be subject to a hold period of four months which expires on July 25, 2025, such hold period will only apply to trades (as defined under applicable Canadian securities legislation) of such shares in Canada or through a market in Canada, such as the TSX-V.
In connection with closing of the second tranche of the Fundraising, total commission payable to the Placing Agents in respect of the Second Tranche Placing Shares is £195,820 (approximately C$349,990). All C$ equivalents of the amounts referred to in this announcement have been calculated using the Bank of Canada's closing exchange rate for January 24, 2025 of C$1.7873/£1.
Appointment of Mr. James Whiteside as a Non-Executive Director
- Whiteside is the National Wealth Fund's ("NWF") nominated representative. Mr. Whiteside is a Director in Banking and Investments at NWF where he is responsible for critical minerals. He spent the first decade of his career at Lloyds Banking Group before joining NWF in August 2022. He developed NWF's first critical minerals investment strategy and executed NWF's first direct equity deal. Mr. Whiteside was named Young Finance Professional of the Year at the Insider Yorkshire Young Professionals Awards in 2024. He holds a Bachelors degree from the University of York.
The following disclosures are required regarding James Whiteside's appointment pursuant to Schedule Two paragraph (g) of the AIM Rules for Companies (the "AIM Rules").
James Robert Whiteside (aged 34) is currently, or has during the past five years been, a director of the following companies:
| J Whiteside ltd Cornish Lithium Plc Beechwood (Block V) Management Company Limited | - |
- Whiteside does not currently hold any shares in the Company.
ON BEHALF OF THE BOARD OF DIRECTORS
"Don Turvey"
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 the completion of the issuance of the Second Tranche New Shares NWF acquired beneficial ownership and control of 356,911,283 Common Shares, representing an ownership interest of 28.50% of the issued and outstanding Common Shares of the Company. Prior to completion of the issuance, NWF did not own or control any securities of the Company. The aggregate value of the NWF Subscription Shares subscribed by NWF is £28,552,902.64 (equivalent to approximately C$51,032,602.89, 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 NWF Subscription Share, using the Exchange Rate)). NWF acquired 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,
Prior to the entry into the VBR Subscription Agreement, 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 held (and continues to hold) 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$0.502 based on the Bank of Canada's closing daily exchange rate for British pounds on March 20, 2025 of C$1.8595 per £1.00) for each Warrant Share for a period of 36 months expiring May 24, 2025.
Following the completion of the first tranche of the Fundraising, and immediately prior to closing of the second tranche of the Fundraising, Vision Blue held, in aggregate, 173,611,111 Common Shares, representing approximately 25.95% of the outstanding Common Shares on a non-diluted basis.
As at today's date, and following the completion of the second tranche of the Fundraising, Vision Blue holds, in aggregate, 364,932,045 Common Shares, representing approximately 29.14% of the outstanding Common Shares on a non-diluted basis, and 138,888,889 Warrants. VBR has acquired 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 regarding the VBR Subscription, see Vision Blue's press release dated February 3, 2025, which is available on the Company's SEDAR+ profile at www.sedarplus.ca.
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.
Caution regarding forward looking statements
| 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 | |
| a) | Name | Cornish Metals Inc. | |
| b) | LEI | 8945007GJ5APA9YDN221 | |
| 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 - Second Tranche Director Participation Shares only | |
| c) | Price(s) and volume(s) | ||
| Price(s) | Volume(s) | ||
| 1. | 8 pence | 10,726 | |
| 2. | 8 pence | 38,340 | |
| 3. | 8 pence | 119,281 | |
| 4. | 8 pence | 19,170 | |
| 5. | 8 pence | 30,672 | |
| 6. | 8 pence | 16,089 | |
| 7. | 8 pence | 10,726 | |
| d) | Aggregated information | ||
| - Aggregated volume | 245,004 | ||
| - Price | 8 pence | ||
| e) | Date of the transaction | 24 March 2025 | |
| f) | Place of the transaction | Outside of a trading venue | |
| TR-1: Standard form for notification of major holdings | |||
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: | Cornish Metals Inc. | ||
- Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
| Non-UK issuer | X |
- Reason for the notification (please mark the appropriate box or boxes with an "X")
| An acquisition or disposal of voting rights | X |
| An acquisition or disposal of financial instruments | |
| An event changing the breakdown of voting rights | |
| Other (please specify): | |
| 3. Details of person subject to the notification obligation | |
| Name | Vision Blue Resources Limited |
| City and country of registered office (if applicable) | St Peter Port, Guernsey |
| 4. Full name of shareholder(s) (if different from 3.) | |
| Name | |
| City and country of registered office (if applicable) | |
| 5. Date on which the threshold was crossed or reached: | 24/03/2025 |
| 6. Date on which issuer notified (DD/MM/YYYY): | 24/032025 |
- Total positions of person(s) subject to the notification obligation
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer (8.A + 8.B) i | |
|---|---|---|---|---|
| Resulting situation on the date on which threshold was crossed or reached | 29.14 | 11.09 | 40.23 | 503,820,934 |
| Position of previous notification (if applicable) | 25.95 | 20.76 | 46.71 | |
| A: Voting rights attached to shares | ||||
| Class/type of shares ISIN code (if possible) | Number of voting rights | % of voting rights | ||
| Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | |
| Common Shares | 364,932,045 | 29.14 | ||
| SUBTOTAL 8. A | 364,932,045 | 29.14 | ||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | ||||
| Type of financial instrument | Expiration date | Exercise/ Conversion Period | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights |
| Warrants to purchase Common Shares | 24 May 2025 | Any time prior to 24 May 2025 | 138,888,889 | 11.09 |
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
| Type of financial instrument | Expiration date | Exercise/ Conversion Period | Physical or cash Settlement | Number of voting rights | % of voting rights |
| SUBTOTAL 8.B.2 | |||||
| Name | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | ||
In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
Additional information
| Place of completion | Guernsey |
| Date of completion | 24 March 2025 |
| TR-1: Standard form for notification of major holdings | |
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : | Cornish Metals Inc. |
- Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
| Non-UK issuer | X |
- Reason for the notification (please mark the appropriate box or boxes with an "X")
| An acquisition or disposal of voting rights | X |
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii :
Details of person subject to the notification obligation iv
| Name | National Wealth Fund Limited |
| City and country of registered office (if applicable) | Leeds, England |
Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
| 5. Date on which the threshold was crossed or reached vi : | 24/03/2025 |
| 6. Date on which issuer notified (DD/MM/YYYY): | 24 /03/2025 |
- Total positions of person(s) subject to the notification obligation
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer (8.A + 8.B) vii | |
|---|---|---|---|---|
| Resulting situation on the date on which threshold was crossed or reached | 28.50% | 28.50% | 356,911,283 | |
| Position of previous notification (if applicable) | ||||
| A: Voting rights attached to shares | ||||
| Class/type of shares ISIN code (if possible) | Number of voting rights ix | % of voting rights | ||
| Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | |
| Common Shares | 356,911,283 | 28.50% | ||
| SUBTOTAL 8. A | 356,911,283 | 28.50% | ||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | ||||
| Type of financial instrument | Expiration date x | Exercise/ Conversion Period xi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights |
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
| Type of financial instrument | Expiration date x | Exercise/ Conversion Period xi | Physical or cash Settlement xii | Number of voting rights | % of voting rights |
| SUBTOTAL 8.B.2 | |||||
| Name xv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | ||
In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
Additional information xvi
| Place of completion | Leeds |
| Date of completion | 24 March 2025 |
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