Result of Fundraising
Cornish Metals plc has successfully raised £135 million in gross proceeds through a placing, subscriptions, and retail offer to fund the construction of its South Crofty tin project through to first tin production in mid-2028. The fundraising involved the issuance of 225,000,000 new ordinary shares, with significant subscriptions from NWF (£41.7 million) and Vision Blue (£39.3 million), alongside a £11.2 million subscription from Glencore. Trading in the company's shares is expected to resume on October 22, 2026, following the completion of this financing package, which is subject to shareholder approval at a General Meeting on November 9, 2026.
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Cornish Metals plc (AIM: TIN) (“Cornish Metals” 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, further to the announcement made at 7:00 a.m. BST on 20 October 2026 (the “Launch Announcement”), it has successfully concluded the Placing, the Subscriptions and the Retail Offer to raise gross proceeds of £135 million (before expenses) through the conditional placing of 33,977,873 Placing Shares, the conditional subscription of 181,002,661 Subscription Shares and the conditional issue of 10,019,466 Retail Offer Shares, each at the Issue Price, pursuant to the Placing, the Subscriptions, and the Retail Offer respectively.
Peel Hunt and Berenberg acted as Joint Bookrunners and SP Angel and Hannam & Partners as Placing Agents. Endeavour Financial acted as financial advisor in relation to the Glencore Subscription and Offtake Agreement.
Highlights of the Fundraising:
A total of £135 million (before expenses) conditionally raised at the Issue Price through the issue of 225,000,000 new Ordinary Shares, comprising:
The conditional Placing of 33,977,873 Placing Shares, raising £20.4 million (before expenses).
The conditional Subscription of 181,002,661 Subscription Shares, raising £108.6 million (before expenses), including the NWF Subscription of 69,541,666 NWF Subscription Shares raising £41.7 million, the VBR Subscription of 65,441,010 VBR Subscription Shares raising £39.3 million, the Glencore Subscription of 18,718,319 Glencore Subscription Shares raising c. £11.2 million, the Leonidsport Subscription of 22,250,000 Leonidsport Subscription Shares raising £13.4 million and certain directors of the Company and certain other investors raising, in aggregate, £3.0 million.
The conditional Retail Offer of 10,019,466 Retail Offer Shares raising £6.0 million (before expenses).
Don Turvey, CEO of Cornish Metals, said: “We are delighted to have completed this fundraise, which completes the financing package for the construction of South Crofty through to first tin in mid-2028. I would like to thank our existing shareholders, Vision Blue and the National Wealth Fund, for their continued support, and to welcome our new investors, including our offtake partner Glencore and Leonidsport. We were also very pleased to see such strong support from the retail community, and we look forward to keeping all our stakeholders closely involved as the project progresses.
South Crofty is a world-class project, with the highest-grade tin of any asset not currently in production, and our focus now is on bringing that tin to market. We have a clear path to production, and the task ahead is to deliver our key milestones safely, on time and on budget. In doing so, we will re-establish tin production in the UK and create long-term, skilled jobs and economic benefit in Cornwall.”
Director and Substantial Shareholder Participation
Certain Directors of the Company have participated in the Fundraise and have conditionally subscribed or participated in the conditional Retail Offer for the following Ordinary Shares:
| Director | Number of Ordinary Shares conditionally subscribed for | Expected shareholding in the Company following Admission | Expected interest in the Company following Admission* |
|---|---|---|---|
| Don Turvey | 33,333 | 83,318 | 0.02% |
| Stephen Gatley | 60,000 | 90,000 | 0.03% |
| Samantha Hoe-Richardson | 83,333 | 120,833 | 0.03% |
| Andrew Quinn | 125,000 | 125,000 | 0.04% |
| Patrick Anderson | 16,666 | 159,193 | 0.04% |
| Anthony Trahar | 200,000 | 400,000 | 0.11% |
| Danny Callow | 33,333 | 33,333 | 0.01% |
| Hennie Faul | 83,333 | 83,333 | 0.02% |
| John McGloin | 83,333 | 151,388 | 0.04% |
Substantial shareholders NWF and Vision Blue have subscribed for the NWF Subscription Shares and the VBR Subscription Shares respectively:
| Substantial shareholder | Pre-Fundraise shareholding | Number of Subscription Shares conditionally subscribed for | Expected shareholding in the Company following Admission* | Expected interest in the Company following Admission* |
|---|---|---|---|---|
| VBR | 36,493,204 | 65,441,010 | 101,934,214 | 28.58% |
| NWF | 35,691,128 | 69,541,666 | 105,232,794 | 29.50% |
* Note that as stated in the launch Announcement, the Company shall be issuing, on the Company's final investment decision in respect of the South Crofty project, US$5,000,000 worth of Galena Milestone Shares. Whilst these shares will be issued at the Issue Price, the US dollar amount will only be converted into sterling by reference to a currency exchange rate 5 business days prior to Admission. Accordingly, the precise number of Galena Milestone Shares and therefore the enlarged share capital of the Company is not known as at the date of this announcement.
Related Party Transactions
NWF and Vision Blue are each a Substantial Shareholder (as defined by the AIM Rules) of the Company, holding 28.45% and 29.08%, respectively, of the Company’s Existing Ordinary Shares.
The variation of the NWF Facility (which previously comprised a related party transaction for the purposes of AIM Rule 13) pursuant to the term of the NWF Subscription and the NWF Debt Set-Off Deed (which effectively capitalises the principal and accrued interest of the NWF Facility) is deemed to constitute a related party transaction for the purpose of AIM Rule 13, as it is varying the terms of a related party transaction agreement. The Company's independent directors for such variation, being all Directors other than James Whiteside (being NWF's appointed Director), having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, consider that the variation of the terms of the NWF Facility pursuant to the NWF Subscription and the NWF Debt Set-Off Deed are fair and reasonable insofar as Shareholders are concerned.
The variation of the VBR Facility (which previously comprised a related party transaction for the purposes of AIM Rule 13) pursuant to the term of the VBR Subscription and the VBR Debt Set-Off Deed (which effectively capitalises the principal and accrued interest of the VBR Facility) is also deemed to constitute a related party transaction for the purpose of AIM Rule 13, as it is varying the terms of a related party transaction agreement. The Company's independent directors for such variation, being all Directors other than Anthony Trahar (being VBR's appointed Director), having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, consider that the variation of the terms of the VBR Facility pursuant to the VBR Subscription and the VBR Debt Set-Off Deed are fair and reasonable insofar as Shareholders are concerned.
Capital Access Window and Restoration of Trading
As detailed in the Company's announcement of 14 October 2026, the Company entered a Capital Access Window at 7:30 a.m. BST on 14 October 2026, in order to reach a broader range of investors during the Fundraise.
Following the results of the Fundraise, the Capital Access Window has now closed and normal trading in the Company's existing Ordinary Shares is expected to resume at 7:30 a.m. BST on 22 October 2026.
General Meeting
Completion of the Fundraise is subject to the approval of Shareholders at a General Meeting of the Company. The General Meeting will be held at 10.00 a.m. on 9 November 2026 at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT. A Circular, which shall also contain the Notice of General Meeting to seek the necessary Shareholder approvals, is expected to be posted to Shareholders on 23 October 2026 and the Company will also publish the Circular on its website pursuant to AIM Rule 26. A further announcement will be made by the Company confirming despatch of the Circular to Shareholders in due course.
Importance of vote and irrevocable undertakings
Shareholders should be aware that if the Resolutions are not approved by Shareholders at the General Meeting, the Fundraising will not proceed. As such, the anticipated proceeds of the Fundraising would not become available to the Company. There is no certainty that other funding would be available on suitable terms or indeed at all. It would then be very likely that the Company would not be able to meet an important condition to the drawdown of the Nordic Bonds, which is to complete an equity fundraising of at least US$161 million by 21 November 2026 (unless such date is extended with the bondholders' consent). In this event, the Company would not be able to satisfy its debts as they would then fall due and the Company would not be able to carry on its business as it is presently carried on.
Each of VBR, NWF and the Directors, representing, in aggregate, 57.95 per cent. of the Company’s current issued share capital, has given an irrevocable undertaking to exercise the voting rights attaching to the Ordinary Shares held by them in favour of the Resolutions to be proposed at the General Meeting.
Admission of the Fundraising Shares
Application will be made to the London Stock Exchange for admission of the Fundraising Shares to trading on AIM. It is expected that Admission will take place at 8.00 a.m. GMT on or around 10 November 2026 and that dealings in the Fundraising Shares on AIM will commence at the same time.
The Fundraising Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
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