Results Of Special Meeting Of Shareholders
Cornish Metals Inc. announced that shareholders overwhelmingly approved the reorganisation of its corporate structure via a court-approved plan of arrangement, with 99.95% of votes cast in favour. This arrangement involves shareholders transferring their Cornish Canada Shares to Cornish UK in exchange for Cornish UK Shares on a one-for-ten basis. The final court hearing is scheduled for December 11, 2025, with the arrangement expected to close on or about December 16, 2025, and trading of Cornish UK Shares on AIM commencing around December 18, 2025.
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Cornish Metals Inc. (AIM/TSXV: CUSN) ("Cornish Metals", "Cornish Canada" or the "Company"), a mineral exploration and development company focused on advancing its wholly 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 December 3, 2025 (the "Meeting") to seek the shareholder approval to approve the reorganisation ("Re-Domicile") of its corporate structure by way of a court approved plan of arrangement (the "Arrangement") previously announced in the Company's news release dated October 7, 2025.
The special resolution approving the Arrangement was approved by: (i) 99.95% of the votes cast by the Company's shareholders (the "Cornish Canada Shareholders") present or represented by proxy at the Meeting; (ii) 99.91% of the votes cast by Cornish Canada Shareholders, holders of stock options of the Company and holders of performance share units of the Company, voting together as a single class, present or represented by proxy at the Meeting; and (iii) 99.95% of the votes cast by Cornish Canada Shareholders present or represented by proxy at the Meeting, other than votes attached to the common shares of the Company (the "Cornish Canada Shares") required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Accordingly, all approvals required in order to proceed with the Arrangement have been obtained.
As previously disclosed in the Company's news release dated October 7, 2025, The Arrangement will be completed by all Cornish Canada Shareholders transferring all of the issued and outstanding Cornish Canada Shares to Cornish Metals plc ("Cornish UK") in exchange for the issue to them of new shares in Cornish UK ("Cornish UK Shares"), on the basis of one (1) Cornish UK Share for ten (10) Cornish Canada Shares, rounded down to the nearest whole number of Cornish UK Shares. In the event that any holder of Cornish Canada Shares holds fewer than ten (10) Cornish Canada Shares, or the number of Cornish Canada Shares held when divided by ten (10) is not a whole number, such allocation will be rounded down to the nearest whole number (or zero, if fewer than ten (10) Cornish Canada Shares are held immediately prior to the of effective date of the Arrangement).
Further specific details regarding the Arrangement and the procedure for exchange of Cornish Canada Shares for Cornish UK Shares can be found in the Company's management information circulated dated October 22, 2025, related to the Meeting (the "Circular"). The Circular and accompanying letter of transmittal ("Letter of Transmittal") are available under the Company's SEDAR+ profile at www.sedarplus.ca and on the Company's website at https://cornishmetals.com/investors/shareholder-meetings/.
Registered Cornish Canada Shareholders (other than depositary interest holders) who have not already done so must complete and sign the Letter of Transmittal and return it, together with the certificate(s)/DRS advices(s) representing their Cornish Canada Shares and any other required documents and instruments, in accordance with the procedures set out in the Letter of Transmittal and instructions provided in the Circular.
Final Order Hearing before the Ontario Superior Court of Justice
The Arrangement requires the final approval of the Ontario Superior Court of Justice (Commercial List) (the "Court").
As previously disclosed the Company's news release dated November 3, 2025, on October 20, 2025, the Company obtained an interim order (the "Interim Order") from the Court authorizing the holding of the Meeting and matters relating to the conduct of the Meeting. Subject to the terms of the Interim Order, the Company intends to make an application to the Court for the final order approving the Arrangement (the "Final Order"). The application for the Final Order is expected to take place on December 11, 2025, or at any other date and time as the Court may direct.
Expected timetable of principle events
Subject to customary closing conditions, include receipt of the Final Order and final approval from the TSXV, it is expected that the closing of the Arrangement will occur on or about December 16, 2025. Admission of the entire issued share capital of Cornish UK to trading on AIM is expected to occur on or about December 18, 2025, subject to satisfaction of the conditions to closing. The following is an anticipated timeline of principle events relating to the closing of the Arrangement.
2025
| Final Court hearing for approval of the Plan of Arrangement | December 11 |
| Effective Date of the Plan of Arrangement | December 16 |
| Delisting of Cornish Canada Shares on TSXV | December 16 |
| Last day of trading of Cornish Canada Shares on AIM | 4:30 p.m. (London time) on December 16 |
| Suspension of Cornish Canada Shares on AIM | 7.30 a.m. (London time) on December 17 |
| Cancellation of Trading of Cornish Canada Shares on AIM | 7.00 am (London time) on December 18 |
| Admission and commencement of dealings of Cornish UK Shares on AIM | 08:00 a.m. (London time) on December 18 |
| CREST accounts expected to be credited by | 18 December |
| Dispatch of definitive share certificates by | Within ten business days of Admission |
| ISIN Code for Cornish UK Shares | GB00BSLNG492 |
| SEDOL Code for Cornish UK Shares | BSLNG49 |
| AIM TIDM for Cornish UK | TIN |
This timetable is indicative only. The actual timetable will depend upon the time at which the conditions precedent to the Arrangement, including conditions relating to receipt of regulatory approvals, are satisfied or, if applicable, waived. Any variation to the timetable set out above will be announced by Cornish Canada and published on Cornish Canada's website.
ON BEHALF OF THE BOARD OF DIRECTORS
"Don Turvey"
Don Turvey
CEO and Director
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Caution regarding forward looking statements
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