Receipt Of Final Order For Plan Of Arrangement
Cornish Metals Inc. has received a final court order approving its re-domicile to the United Kingdom via a plan of arrangement, which will see shareholders receive one new UK share for every ten existing Canadian shares. This arrangement is expected to close around December 16, 2025, after which the Canadian shares will be delisted from the TSX Venture Exchange, and the company will cease to be a reporting issuer in applicable jurisdictions. The company is advancing its South Crofty tin project in Cornwall, which is permitted for mining and construction.
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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 that the Company has obtained a final order from the Ontario Superior Court of Justice approving the previously announced re-domicile of the Company to the United Kingdom by way of a statutory plan of arrangement (the "Arrangement").
As previously disclosed by the Company, the Arrangement will result in the transfer all of the issued and outstanding common shares of the Company (each a "Cornish Canada Share") to Cornish Metals plc ("Cornish UK") in exchange for the issue to the Company's shareholders of new shares in Cornish UK (each a "Cornish UK Share"), 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).
The Arrangement remains subject to the satisfaction of customary closing conditions and is expected to close on or about December 16, 2025. Following completion of the Arrangement, the Cornish Canada Shares are expected to be delisted from the TSX Venture Exchange. An application is also expected to be made for the Company to cease to be a reporting issuer in the applicable jurisdictions upon closing of the Transaction.
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.
ON BEHALF OF THE BOARD OF DIRECTORS
"Don Turvey"
Don Turvey
CEO and Director
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Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.