TIDMCUSN
RNS Number : 2338M
Cornish Metals Inc.
20 May 2022
CORNISH METALS ANNOUNCES RESULTS OF SPECIAL MEETING OF
SHAREHOLDERS
May 20, 2022
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 GBP40,500,000 (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) a n 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 GBP40,500,000 (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 GBP146,000 (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.
For additional information please contact:
In North America:
Irene Dorsman at (604) 200 6664 or by e-mail at
irene@cornishmetals.com
In UK:
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
BlytheRay
(Financial PR/IR-London) Tel: +44 207 138 3204
Tim Blythe tim.blythe@blyther
ay .com
Megan Ray megan.ray@blythe ray
.com
+44 207 321 0000
For Vision Blue Resources +44 7834 368 299
Aura Financial T el: +44 7841 748 911
Michael Oke info@vision-blue.com
Andy Mills
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.
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END
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