Cornish Metals Inc. (
TSX-V/AIM:
CUSN) (“Cornish Metals” or the “Company”), a mineral
exploration and development company focused on tin / copper
projects in Cornwall, United Kingdom, is pleased to announce the
results of the Special Meeting of shareholders held on May 19, 2022
(the “Special Meeting”) to seek the shareholder approvals necessary
to complete the previously announced unit offering to raise
proceeds of up to £40,500,000 (the “Offering”) (see news release
dated April 24, 2022).
At the Special
Meeting, shareholders were asked to approve the following
resolutions: |
(i) |
|
an
ordinary resolution of disinterested shareholders of the Company to
approve the creation of Vision Blue Resources Limited (“VBR” or
“Vision Blue”) as a new “Control Person” of the Company upon
closing of the Offering; |
|
|
|
(ii) |
|
an ordinary resolution of the
shareholders of the Company to authorize 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 in
connection with the Offering; and |
|
|
|
(iii) |
|
an extraordinary resolution of
the shareholders of the Company to authorize the directors of the
Company to allot certain equity securities for cash in connection
with the Offering without first having to offer them on a
pre-emptive basis to existing shareholders. |
A total of 128,849,379 votes were cast,
representing 45.08% of the issued share capital of the Company. The
voting outcome is presented below:
|
Number of shares |
Percentage of votes cast |
Motion |
For |
Against |
Withheld |
For |
Against |
Withheld |
Creation of a new Control Person |
128,568,725 |
175,612 |
105,043 |
99.78 |
% |
0.14 |
% |
0.08 |
% |
Approval of specific share authority |
128,529,324 |
215,012 |
105,043 |
99.75 |
% |
0.17 |
% |
0.08 |
% |
Approval of specific pre-emptive disapplication authority |
128,538,604 |
205,732 |
105,043 |
99.76 |
% |
0.16 |
% |
0.08 |
% |
Richard Williams, CEO of Cornish Metals, stated;
“The results of the Special Meeting reflect very strong shareholder
support for the investment by Vision Blue. Our team is very excited
to move into the next phase of development at South Crofty, the
construction of the water treatment plant followed by the
dewatering of the mine, the metallurgical drilling programme which
is planned to commence in June 2022, and the planned Feasibility
Study which, if successful, could lead to an investment decision to
restart tin production.”
The £40,500,000 (approximately C$64,100,000)
Offering (see news release dated March 27, 2022) comprises one
common share priced at 18p (C$0.30 for Canadian investors) per
common share and a warrant to purchase one common share priced at
27p (C$0.45 for Canadian investors) for a period of 36 months
(details provided below).
The Offering is expected to close on or about
May 24, 2022.
The 225,000,000 common shares of no par value
each in the Company issued pursuant to the Offering (“Offering
Shares”) will rank pari passu with the existing shares and
application has been made for the 225,000,000 common shares to be
admitted to trading on AIM ("Admission"). It is
expected that Admission will become effective and dealings in the
Offering Shares will commence at 8:00am UK time on or around May
24, 2022. The Offering Shares will also trade on the TSX Venture
Exchange.
Following Admission, Cornish Metals' Issued and
Outstanding share capital will consist of 510,850,157 common
shares. The Company does not hold any common shares in treasury.
Shareholders may use this figure 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.
Upon closing of the Offering VBR will own
138,888,889 shares of the Company (27.18% of the issued share
capital) and 138,888,889 warrants to purchase an additional
138,888,889 shares. If VBR exercises its warrants it will own
42.75% of the Company on a partially fully diluted basis.
Other Relevant Information
- Following
closing of the Offering, for so long as VBR maintains at least a 10
per cent. shareholding in the Company, VBR is expected to have the
right to nominate one person to the Company’s board of
directors.
- VBR will,
on the closing of the Offering, enter into a relationship agreement
with the Company and the Company's nominated adviser, SP Angel
Corporate Finance LLP (“SP Angel”), relating to the carrying on of
the Company’s business in an independent manner following the
closing of the Offering (the "Relationship Agreement").
- Certain
directors and officers of the Company have agreed to subscribe for
£146,000 (approximately C$240,800) in aggregate of Units in the
Concurrent Private Placements at the Offering Price.
- VBR and
all other subscribers in the Offering have agreed to a 12 month
lock-in, in respect of the shares being subscribed for. The
directors and officers have agreed to a 12 month lock-in in respect
of their holdings and the shares being subscribed for and to
orderly market arrangements for a further 12 month period following
the expiry of the initial lock-in.
- The New
Shares are expected to be admitted to trading on AIM and to be
listed and for trading on the TSX-V on or around May 24, 2022.
- The TSX-V
has given conditional approval for the issue of the Units pursuant
to the Offering and the listing of the New Shares and the Warrant
Shares on the TSX-V.
- The
Secretary of State has confirmed that no action will be taken under
the UK National Security and Investment Act 2021 in relation to
VBR's acquisition of more than 25 per cent. of the Company's issued
and outstanding Common Shares
ABOUT CORNISH METALS
Cornish Metals completed the acquisition of the
South Crofty tin and United Downs copper / tin projects, plus
additional mineral rights located in Cornwall, UK, in July 2016
(see Company news release dated July 12, 2016). The additional
mineral rights cover an area of approximately 15,000 hectares and
are distributed throughout Cornwall. Some of these mineral rights
cover old mines that were historically worked for copper, tin,
zinc, and tungsten.
The South Crofty project covers the former
producing South Crofty tin mine located beneath the towns of Pool
and Camborne, Cornwall. The South Crofty mine closed in 1998
following over 400 years of continuous production. Since acquiring
the project in 2016, Cornish Metals has completed and published
maiden NI 43-101 Mineral Resources for South Crofty using the vast
archive of historical production data and more recent drilling
completed between 2007 and 2013. In 2017, Cornish Metals completed
a Preliminary Economic Assessment that demonstrated the economic
viability of re-opening the mine. Additionally, Cornish Metals has
undertaken extensive pilot-scale water treatment trials and
successfully applied for and received the necessary environmental
permits to abstract, treat and discharge mine water in order to
dewater the mine. Planning permissions for the operation of the
mine and re-development of the surface facilities have been secured
and construction of the water treatment plant foundations
commenced. The dewatering pumps, variable speed drives and new
high-voltage power supply have been delivered to site.
For an updated Mineral Resource Estimate in
respect of the South Crofty Mine, please see the Company’s
technical report entitled “South Crofty Tin Project Mineral
Resource Update” dated effective June 7, 2021, a summary of certain
portions of which is set out below:
South Crofty Summary Mineral Resource
Estimate |
Area |
Classification |
Mass (‘000 tonnes) |
Grade |
Contained Tin / Tin Equivalent (‘000 tonnes) |
Lower Mine |
Indicated |
2,084 |
1.59% Sn |
33 |
Inferred |
1,937 |
1.67% Sn |
32 |
|
Upper Mine |
Indicated |
277 |
1.01% SnEq |
3 |
Inferred |
493 |
0.93% SnEq |
5 |
All technical information contained within this
news release has been reviewed and approved for disclosure by Owen
Mihalop, (MCSM, BSc (Hons), MSc, FGS, MIMMM, CEng), the Chief
Operating Officer for the Company, and a “qualified person” as
defined in NI 43-101.
ABOUT VISION BLUE RESOURCES
VBR aims to create lasting value for all
stakeholders by accelerating the supply of the commodities
necessary to facilitate the green energy transition. The growth in
demand for these metals is unprecedented, driven by regulation and
social change, and is taking place against a backdrop of limited
supply due to years of underinvestment in the sector. VBR aims to
unlock value in its investments by providing transformational
investment capital and its financial, technical, ESG, construction
and operating experience in the mining and metals sector, ensuring
its investments are advanced into production and beyond.
ON BEHALF OF THE BOARD OF
DIRECTORS
“Richard D. Williams”Richard D. Williams,
P.Geo
Market Abuse Regulation
disclosure
The information contained within this
announcement is deemed by the Company to constitute inside
information pursuant to Article 7 of EU Regulation 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended ("MAR") encompassing information
relating to the Offering described above, and is disclosed in
accordance with the Company's obligations under Article 17 of MAR.
In addition, market soundings (as defined in MAR) were taken in
respect of the UK Placing with the result that certain persons
became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, upon publication of this announcement,
those persons that received such inside information in a market
sounding are no longer in possession of such inside information
relating to the Company and its securities.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Caution regarding forward looking
statements
This news release contains "forward-looking
statements". These forward-looking statements are statements
regarding the Company's intentions, beliefs or current expectations
concerning, among other things, the Company's projections, outlook,
forecast, estimates, plans, potential results of operations or
upcoming work programs, financial condition, prospects, growth,
strategies and the industry in which the Company operates,
including, without limitation: statements in connection with the
Offering and the issuance of the Units, including the amounts
expected to be invested, the timeline of certain events in respect
thereof, expected security holdings in the Company of VBR and
investors following closing of the Offering, the participation by
certain directors and officers in the Concurrent Private
Placements, the board nomination rights and other rights expected
to be granted to VBR following closing of the Offering, the
satisfaction of conditions for closing of the Offering, including
approval from the TSX-V in respect of the Offering, the listing of
the New Shares on the TSX-V and the AIM admission.
Forward-looking statements, while based on
management's best estimates and assumptions at the time such
statements are made, are subject to risks and uncertainties that
may cause actual results to be materially different from those
expressed or implied by such forward-looking statements, including
but not limited to: risks related to receipt of regulatory
approvals, risk of non-compliance with planning and environmental
permissions / licences, risks related to general economic and
market conditions; risks related to the COVID-19 global pandemic
and any variants of COVID-19 which may arise; risks related to the
availability of financing; the timing and content of upcoming work
programs; actual results of proposed exploration activities;
possible variations in mineral resources or grade; risks associated
with the unplanned departure of key personnel, environmental risks,
failure of plant, equipment or processes to operate as anticipated;
accidents, labour disputes, title disputes, claims and limitations
on insurance coverage and other risks of the mining industry;
changes in national and local government regulation of mining
operations, tax rules and regulations. Although Cornish Metals has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. Cornish Metals
undertakes no obligation or responsibility to update
forward-looking statements, except as required by law.
For additional information please contact:
In North America:
Irene Dorsman at (604) 200 6664 or by e-mail at irene@cornishmetals.com
SP Angel Corporate Finance LLP
(Nominated Adviser & Joint Broker)
Tel: +44 203 470 0470
Richard Morrison
Charlie Bouverat
Grant Barker
Hannam & Partners
(Joint Broker)
Tel: +44 207 907 8500
Matthew Hasson
Andrew Chubb
Ernest Bell
Blytheweigh
(Financial PR/IR-London)
Tel: +44 207 138 3204
Tim Blythe
tim.blythe@blytheweigh.com
Megan Ray
megan.ray@blytheweigh.com
For Vision Blue Resources
Aura Financial
Tel:
+44 207 321 0000
+44 7834 368 299
+44 7841 748 911
Michael Oke
Andy Mills
info@vision-blue.com
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