Announcement PDF RNS Number : 8559B Cornish Metals Inc. 24 March 2025 THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG, SINGAPORE, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF CORNISH METALS INC. OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT IN RESPECT OF CORNISH METALS INC. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY THE EUROPEAN UNION (WITHDRAWAL) ACT 2020 ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION. CORNISH METALS CLOSES FINAL TRANCHE OF FUNDRAISING AND APPOINTS MR. JAMES WHITESIDE TO THE BOARD OF DIRECTORS March 24, 2025 Cornish Metals Inc.(AIM/TSX-V: CUSN) ("Cornish Metals" or the "Company"), a mineral exploration and development company focused on advancing its 100% owned and permitted South Crofty tin project in Cornwall, United Kingdom, is pleased to announce that it has closed the second and final tranche of the Fundraising previously announced on January 28, 2025(the "Launch Announcement"). The Company is also pleased to announce that Mr. James Whiteside has joined the Board of Directors as Non-Executive Director, effective immediately. Closing of the Fundraising Proceeds of the Fundraising will be principally used to ensure that the Company can continue with its path to development through completing the shaft refurbishment and de-watering process, the start of early project works, ordering long lead items and completion of the project finance process and up to the point of the formal final investment decision at its South Crofty Tin Mine. Capitalised terms in this announcement have the same meaning as in the Launch Announcement unless otherwise indicated. As previously announced, on March 18, 2025 all Resolutions were passed at the Special Meeting which granted the Company the necessary shareholder approvals to carry out the Fundraising, and on March 20, 2025, approval from the TSX Venture Exchange (the "TSX-V") was received to proceed to close the final tranche of the Fundraising. Accordingly, Admission of, in aggregate, 583,325,689 Second Tranche New Shares occurred at 8.00 a.m. (London time) today (24 March 2025) at which point the Fundraising completed. The Second Tranche New Shares comprised: 17,705,101 Second Tranche Placing Shares; 356,911,283 NWF Subscription Shares; 191,320,934 Second Tranche VBR Subscription Shares; 245,004 Second Tranche Director Subscription Shares; and 17,143,367 Retail Offer Shares, raising gross proceeds of £46,666,055 (approximately C$83,406,240). The Second Tranche New Shares are fully paid and rank pari passu in all respects with the existing Common Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. Following Admission, the total number of Common Shares of the Company in issue is 1,252,414,079. The total number of voting rights in the Company is therefore 1,252,414,079 ("Total Voting Rights"). The Total Voting Rights may be used by shareholders 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 under the FCA's Disclosure, Guidance and Transparency Rules. The Company does not hold any shares in treasury. On Admission, Vision Blue Resources Limited now holds 29.14% of the Total Voting Rights and the National Wealth Fund Limited holds 28.50% of the Total Voting Rights. For further details of the Fundraising, please refer to: (i) the Launch Announcement; (ii) the news release dated January 28, 2025 (Titled: "Result of Fundraising"); (iii) the news release dated January 31, 2025 (Titled: "Results of Retail Offer"); (iv) the news release dated February 7, 2025 (Titled: "Cornish Metals Closes First Tranche of Fundraising"); and (v) the news release dated March 18, 2025 (Titled: "Cornish Metals Announces Results of Special Meeting of Shareholders"), copies of which are available on the Company's profile on SEDAR+ atwww.sedarplus.ca. Participation by the Participating Directors constitutes a "related party transaction" within the meaning of Policy 5.9 of the rules and policies of the TSX-V and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Vision Blue Resources is also deemed to be a "related party" of the Company pursuant to MI 61-101 given that it holds more than 10% of the Company's issued share capital. The "related party transaction" requirements under Policy 5.9 of the TSX-V and MI 61-101 do not apply to the Participation Right, since the subscription by Vision Blue of the VBR Participation Right Shares satisfies the exclusion from such requirements under Section 5.1(h)(iii) of MI 61-101. In connection with the Director Participations, the Company is relying on: (i) the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101 as a result of the Common Shares only being listed on the TSX-V and being admitted for trading on AIM; and (ii) the exemption from the minority approval requirement in section 5.7(1)(a) of MI 61-101 as neither the fair market value of the Common Shares to be distributed to, nor the fair market value of the consideration to be received from, insofar as it involves interested parties (being, Vision Blue in respect of the Additional VBR Subscription and the Director Participations), exceeds 25% of the Company's market capitalization. In accordance with applicable Canadian securities legislation, the Second Tranche Placing Shares, the NWF Subscription Shares; the Second Tranche VBR Subscription Shares, the Second Tranche Director Subscription Shares and the Retail Offer Shares will be subject to a hold period of four months which expires on July 25, 2025, such hold period will only apply to trades (as defined under applicable Canadian securities legislation) of such shares in Canada or through a market in Canada, such as the TSX-V. In connection with closing of the second tranche of the Fundraising, total commission payable to the Placing Agents in respect of the Second Tranche Placing Shares is £195,820 (approximately C$349,990). All C$ equivalents of the amounts referred to in this announcement have been calculated using the Bank of Canada's closing exchange rate for January 24, 2025 of C$1.7873/£1. Appointment of Mr. James Whiteside as a Non-Executive Director Mr. Whiteside is the National Wealth Fund's ("NWF") nominated representative. Mr. Whiteside is a Director in Banking and Investments at NWF where he is responsible for critical minerals. He spent the first decade of his career at Lloyds Banking Group before joining NWF in August 2022. He developed NWF's first critical minerals investment strategy and executed NWF's first direct equity deal. Mr. Whiteside was named Young Finance Professional of the Year at the Insider Yorkshire Young Professionals Awards in 2024. He holds a Bachelors degree from the University of York. The following disclosures are required regarding James Whiteside's appointment pursuant to Schedule Two paragraph (g) of the AIM Rules for Companies (the "AIM Rules"). James Robert Whiteside (aged 34) is currently, or has during the past five years been, a director of the following companies: Current directorships and/or partnerships: Former directorships and/or partnerships (within the last five years): J Whiteside ltd Cornish Lithium Plc Beechwood (Block V) Management Company Limited - Mr. Whiteside does not currently hold any shares in the Company. ON BEHALF OF THE BOARD OF DIRECTORS "Don Turvey" Don Turvey For additional information please contact: Cornish Metals Fawzi Hanano Irene Dorsman investors@cornishmetals.com info@cornishmetals.com Tel: + 1(604) 200 6664 SP Angel Corporate Finance LLP (Nominated Adviser, Joint Bookrunner & Joint Broker) Richard Morrison Charlie Bouverat Grant Barker Tel: +44 203 470 0470 Hannam & Partners (Joint Bookrunner and Joint Broker) Matthew Hasson Andrew Chubb Jay Ashfield cornish@hannam.partners Tel: +44 207 907 8500 Canaccord Genuity limited (Co-Manager) James Asensio Charlie Hammond Sam Lucas Tel: +44 207 523 8000 Cavendish Capital Limited (Joint Broker) BlytheRay (Financial PR) Markets Derrick Lee Neil McDonald Leif Powis Tim Blythe Megan Ray Tel: +44 131 220 6939 Tel: +44 207 220 0500 cornishmetals@blytheray.com Tel: +44 207 138 3204 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. This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. Early Warning Disclosure by National Wealth Fund Limited, pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues As a result of the completion of the issuance of the Second Tranche New Shares NWF acquired beneficial ownership and control of 356,911,283 Common Shares, representing an ownership interest of 28.50% of the issued and outstanding Common Shares of the Company. Prior to completion of the issuance, NWF did not own or control any securities of the Company. The aggregate value of the NWF Subscription Shares subscribed by NWF is £28,552,902.64 (equivalent to approximately C$51,032,602.89, using an exchange rate of £1:C$1.7873, based on the Bank of Canada closing exchange rate on 24 January 2025 (the "Exchange Rate") (or 8 pence (C$0.143 per NWF Subscription Share, using the Exchange Rate)). NWF acquired the NWF Subscription Shares for investment purposes. Depending on market conditions and other factors, NWF may from time to time acquire and/or dispose of securities of the Company or continue to hold its current position. To obtain a copy of the early warning report to be filed by NWF in connection with this press release, please contact: James Whiteside at +44 (0) 7843 827 343. NWF's address is 2 Whitehall Quay, Leeds, England, LS1 4HR. Early Warning Disclosure by Vision Blue Resources Limited, pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues Prior to the Offering, Prior to the entry into the VBR Subscription Agreement, Vision Blue held an aggregate of 138,888,889 common shares of the Company representing approximately 25.95% of the outstanding common shares on a non-diluted basis. VBR also held (and continues to hold) 138,888,889 common shares purchase warrants (each, a "Warrant") of the Company. Each Warrant entitles the holder to purchase one additional Common Share (a "Warrant Share") at a price of £0.27 (approximately C$0.502 based on the Bank of Canada's closing daily exchange rate for British pounds on March 20, 2025 of C$1.8595 per £1.00) for each Warrant Share for a period of 36 months expiring May 24, 2025. Following the completion of the first tranche of the Fundraising, and immediately prior to closing of the second tranche of the Fundraising, Vision Blue held, in aggregate, 173,611,111 Common Shares, representing approximately 25.95% of the outstanding Common Shares on a non-diluted basis. As at today's date, and following the completion of the second tranche of the Fundraising, Vision Blue holds, in aggregate, 364,932,045 Common Shares, representing approximately 29.14% of the outstanding Common Shares on a non-diluted basis, and 138,888,889 Warrants. VBR has acquired the VBR Subscription Shares for investment purposes and intends to review its investment in the Company on a continuing basis. VBR may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction, over securities of the Company through market transactions, private agreements, treasury issuances or otherwise. Vision Blue's registered address is 1 Royal Plaza, Royal Avenue, St Peter Port, GY1 2HL, Guernsey. For more information regarding the VBR Subscription, see Vision Blue's press release dated February 3, 2025, which is available on the Company's SEDAR+ profile at www.sedarplus.ca. For more information, or to obtain a copy of the subject early warning report, please contact: Aura Financial info@vision-blue.com; +44 207 321 0000. Caution regarding forward looking statements This news release may contain certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements"). Forward-looking statements include predictions, projections, outlook, guidance, estimates and forecasts and other statements regarding future plans, the realisation, cost, timing and extent of mineral resource or mineral reserve estimates, estimation of commodity prices, currency exchange rate fluctuations, estimated future exploration expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, requirements for additional capital and the Company's ability to obtain financing when required and on terms acceptable to the Company, future or estimated mine life and other activities or achievements of Cornish Metals, including but not limited to:statements regarding the expected use of proceeds of the Fundraising. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "forecast", "expect", "potential", "project", "target", "schedule", "budget" and "intend" and statements that an event or result "may", "will", "should", "could", "would" or "might" occur or be achieved and other similar expressions and includes the negatives thereof. All statements other than statements of historical fact included in this news release, are forward-looking statements that involve various risks and uncertainties and there can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements 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, risks related to general economic and market conditions; risks related to the availability of financing; the timing and content of upcoming work programmes; actual results of proposed exploration activities; possible variations in Mineral Resources or grade; outcome of the current Feasibility Study; projected dates to commence mining operations; 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. The list is not exhaustive of the factors that may affect Cornish's forward-looking statements. Cornish Metals' forward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and speak only as of the date such statements are made. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward- looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place undue reliance on forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. Cornish Metals does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable law. 1 a) Details of the person discharging managerial responsibilities / person closely associated Name 1) 1) Patrick Anderson 2) Lodewyk Daniel Turvey 3) Tony Trahar 4) Sam Hoe-Richardson 5) Steve Gatley 6) Ken Armstrong 7) Don Njegovan 2 a) Reason for the notification Position/status 1) 1) Non-Executive Chairman 2) Chief Executive Officer 3) Non-Executive Director 4) Non-Executive Director 5) Non-Executive Director 6) Non-Executive Director 7) Non-Executive Director b) Initial notification /Amendment 3 Initial notification Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name Cornish Metals Inc. b) LEI 8945007GJ5APA9YDN221 4 a) Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted Description of the financial instrument, type of instrument Acquisition of common shares without par value Identification code CA21948L1040 b) Nature of the transaction c) Price(s) and volume(s) d) Participation in Fundraising - Second Tranche Director Participation Shares only Price(s) Volume(s) 1. 8 pence 10,726 2. 8 pence 38,340 3. 8 pence 119,281 4. 8 pence 19,170 5. 8 pence 30,672 6. 8 pence 16,089 7. 8 pence 10,726 Aggregated information Aggregated volume 245,004 - Price 8 pence e) Date of the transaction 24 March 2025 f) Place of the transaction Outside of a trading venue TR-1: Standardform for notification of major holdings NOTIFICATION OF MAJOR HOLDINGS(to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: Cornish Metals Inc. 1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) Non-UK issuer 2. Reason for the notification(please mark the appropriate box or boxes with an "X") X X An acquisition or disposal of voting rights An acquisition or disposal of financial instruments An event changing the breakdown of voting rights Other (please specify): 3. Details of person subject to the notification obligation Name Vision Blue Resources Limited City and country of registered office (if applicable) St Peter Port, Guernsey 4. Full name of shareholder(s)(if different from 3.) Name City and country of registered office (if applicable) 5. Date on which the threshold was crossed or reached: 24/03/2025 6. Date on which issuer notified (DD/MM/YYYY): 24/032025 7. Total positions of person(s) subject to the notification obligation % of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B)i Resulting situation on the date on which threshold 29.14 11.09 40.23 503,820,934 was crossed or reached Position of previous 25.95 20.76 46.71 notification (if applicable) 8. Notified details of the resulting situation on the date on which the threshold was crossed or reached A: Voting rights attached to shares Class/type of shares ISIN code (if possible) Number of voting rights Common Shares 364,932,045 Direct Indirect (DTR5.1) SUBTOTAL 8. A % of voting rights Direct (DTR5.2.1) Indirect (DTR5.1) (DTR5.2.1) 29.14 364,932,045 29.14 B 1: Financial Instruments according to DTR5.3.1R (1) (a) Type of financial instrument Expiration date Exercise/ Conversion Period Number of voting rights that may be acquired if the instrument is exercised/converted. % of voting rights Warrants to purchase Common Shares 24 May 2025 Any time prior to 24 May 2025 138,888,889 11.09 SUBTOTAL 8. B 1 B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) Type of financial instrument Expiration date Exercise/ Conversion Period Physical or cash Settlement Number of voting rights % of voting rights SUBTOTAL 8.B.2 9. Information in relation to the person subject to the notification obligation(please mark the applicable box with an "X") Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer X Fullchain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) % of voting rights % of voting rights if it through financial Total of both if it equals Name equals or is higher than the instruments if it equals or is higher than the notifiable threshold or is higher than the notifiable threshold notifiable threshold 10.In case of proxy voting, please identify: Name of the proxy holder The number and % of voting rights held The date until which the voting rights will be held 11. Additional information Place of completion Guernsey Date of completion 24 March 2025 TR-1: Standard form for notification of major holdings NOTIFICATION OF MAJOR HOLDINGS(to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i 1a. Identity of the issuer or the underlying issuer of Cornish Metals Inc. existing shares to which voting rights are attachedii: 1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) Non-UK issuer X 2. Reason for the notification(please mark the appropriate box or boxes with an "X") An acquisition or disposal of voting rights X An acquisition or disposal of financial instruments An event changing the breakdown of voting rights Other (please specify) iii: 3. Details of person subject to the notification obligationiv Name National Wealth Fund Limited City and country of registered office (if applicable) Leeds, England 4. Full name of shareholder(s)(if different from 3.)v Name City and country of registered office (if applicable) 5. Date on which the threshold was crossed or reachedvi: 6. Date on which issuer notified (DD/MM/YYYY): 24/03/2025 24/03/2025 7. Total positions of person(s) subject to the notification obligation % of voting rights attached to shares (total of 8. A) Resulting situation on the date on which threshold was crossed or reached % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) 28.50% Total of both in % (8.A + 8.B) 28.50% Total number of voting rights held in issuer (8.A + 8.B)vii 356,911,283 Position of previous notification (if applicable) 8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii A: Voting rights attached to shares Class/type of shares ISIN code (if possible) Common Shares SUBTOTAL 8. A Number of voting rightsix Direct (DTR5.1) % of voting rights Indirect (DTR5.2.1) Direct (DTR5.1) 356,911,283 28.50% 356,911,283 28.50% Indirect (DTR5.2.1) B 1: Financial Instruments according to DTR5.3.1R (1) (a) Type of financial instrument Expiration datex Exercise/ Conversion Periodxi Number of voting rights that may be acquired if the instrument is exercised/converted. % of voting rights SUBTOTAL 8. B 1 B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) Type of financial instrument Expiration datex Exercise/ Conversion Periodxi Physical or cash Settlementxii Number of voting rights % of voting rights SUBTOTAL 8.B.2 9. Information in relation to the person subject to the notification obligation(please mark the applicable box with an "X") Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii X Fullchain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)xiv Namexv % of voting rights if it equals or is higher than the notifiable threshold 10.In case of proxy voting, please identify: Name of the proxy holder The number and % of voting rights held The date until which the voting rights will be held % of voting rights through financial instruments if it equals or is higher than the notifiable threshold Total of both if it equals or is higher than the notifiable threshold 11. Additional informationxvi Place of completion Leeds Date of completion 24 March 2025 This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END MSCEAPDLALLSEEA