TIDMCUSN
RNS Number : 5190M
Cornish Metals Inc.
24 May 2022
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE
SERVICES
CORNISH METALS SUCCESSFULLY CLOSES GBP40.5 MILLION FINANCING
May 24, 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 that it has closed the previously announced GBP40,500,000
(approximately C$64,800,000 based on the Bank of Canada's closing
exchange rate for May 20, 2022 of C$1.6005/GBP) unit offering (the
"Offering") (see news release dated March 28, 2022 ).
Richard Williams, CEO of Cornish Metals, stated ; "The
completion of this financing allows Cornish Metals to push ahead
with the dewatering of the mine and delivery of a Feasibility Study
in order to make a production decision for the South Crofty tin
project.
"We welcome Vision Blue Resources as a major shareholder and
partner in this venture. We are all very excited about the
prospects of seeing South Crofty back in production in the coming
years and look forward to enjoying continued support from our
stakeholders in the local community."
Details of the financing
Each unit ("Unit") issued under the Offering was priced at
18pence ("p") (C$0.30 for Canadian investors) per Unit, with each
Unit comprising one common share of the Company ("Common Share")
and one warrant to purchase one additional Common Share exercisable
at a price of 27p (C$0.45 for Canadian investors) for a period of
36 months (each, a "Warrant"). On May 19, 2022, the Company
received the necessary approvals from the shareholders of the
Company at a Special Meeting of the Shareholders (see news release
dated May 20, 2022 ) and from the TSX Venture Exchange (the
"TSX-V") to proceed to close the Offering.
The Offering consisted of: (i) a subscription by Vision Blue
Resources Limited ("VBR") of 138,888,889 Units at a purchase price
of GBP0.18 per Unit for proceeds of GBP25,000,000.02 pursuant to an
investment agreement dated March 27, 2022 between the Company and
VBR; (ii) a concurrent private placement of 76,872,728 Units at a
purchase price of GBP0.18 per Unit to certain UK investors and US
investors for proceeds of GBP13,837,091.04; and (iii) a concurrent
private placement of 9,238,838 Units consisting of (A) 8,849,494
Units at a purchase price of C$0.30 per Unit to certain Canadian
investors for proceeds of C$2,654,848.20 (the "Concurrent Canadian
Private Placement") and (B) 388,889 Units at a purchase price of
GBP0.18 per Unit to certain UK investors for proceeds of
GBP70,000.02 (the "UK Subscription).
As a result of closing of the Offering, as at today, the Company
has 510,850,157 Common Shares issued, of which VBR owns 138,888,889
Common Shares of the Company (approximately 27.18% of the issued
share capital on a non-diluted basis) and 138,888,889 Warrants to
purchase an additional 138,888,889 Common Shares. Assuming VBR
exercises its Warrants in full, it will own approximately 42.75% of
the Common Shares of the Company on a partially fully diluted
basis.
SP Angel Corporate Finance LLP ("SP Angel") is the Company's
nominated adviser and is joint broker with H&P Advisory Limited
(together with SP Angel, the "Joint Brokers"). Further to the
Company's March 28, 2022 news release, in connection with the
completion of the Offering, the Company paid cash commissions/fees
of GBP1,851,169.98 in aggregate to the Joint Brokers.
Securities issued pursuant to the Offering are subject to a hold
period in Canada expiring on September 25, 2022 in accordance with
applicable Canadian securities legislation and the policies of the
TSX-V. Under applicable Canadian securities legislation and the
policies of the TSX-V, such hold period will only apply to trades
(as defined under applicable Canadian securities legislation) of
such securities in Canada or on the TSX-V.
This press release is not an offer of securities for sale in the
United States or to U.S. persons. The securities described herein
may not be offered or sold in the United States or to U.S. persons
absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended, and applicable state
securities laws.
Use of Proceeds
The planned use of the proceeds of the Offering is to complete a
dewatering programme and feasibility study at South Crofty,
evaluation of downstream beneficiation opportunities, and potential
on-site early works in advance of a potential construction
decision. The proceeds raised under the Offering are budgeted to be
spent in the following manner to finance a 30 month programme
covering mine dewatering and resource drilling through to the
completion of a feasibility study in respect of the South Crofty
mine.
Mine dewatering GBP16.1m
Underground access / resource GBP8.5m
drilling
Surface drilling to expedite GBP4.5m
feasibility study
Feasibility study GBP1.2m
South Crofty holding costs GBP1.7m
Corporate and general working GBP8.5m
capital
Total GBP40.5m
Related Party Transaction
Further to the Company's announcement on March 28, 2022, Richard
Williams, Patrick Anderson, Stephen Gatley, Grenville Thomas, John
McGloin, Owen Mihalop and Don Njegovan (collectively, the
"Participating Insiders") participated in the Offering and have
subscribed for an aggregate of 711,112 Units under the Concurrent
Canadian Private Placement and the UK Subscription, as applicable,
collectively raising aggregate subscription proceeds of GBP146,000
(approximately C$234,000 based on the Bank of Canada's closing
exchange rate for May 20, 2022 of C$1.6005/GBP). As such, the
Offering constituted a "related party transaction" within the
meaning of Policy 5.9 of the TSX-V and Multilateral Instrument 61-
101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101") as a result of such Participating
Insiders being directors and/or officers of the Company. The
Company relied on the exemptions under section 5.5 and section
5.7(1)(b) of MI 61-101 in respect of formal valuation and minority
shareholder approval requirements respecting the Offering under MI
61-101. For more information, please see the Company's news release
dated March 28, 2022 .
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, the terms and
conditions of the lock-in agreements and orderly market
arrangements following closing of the Offering, the expected use of
proceeds, including in respect of certain work programs and the
potential completion of a feasibility study on the South Crofty
mine, the expected supply and demand for tin generally, the
potential benefits to the Company, to the economy and to the
environment in respect of the development of the South Crofty mine,
exploration potential and VBR's aims and goals.
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: 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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