Cornish Metals Closes Final Tranche Of Fundraising And Appoints Mr. James Whiteside To The Board Of Directors
| 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 | ... ... |
| 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 | ...ners Tel: +44 207 907 8500 |
| Canaccord Genuity limited (Co-Manager) | James Asensio Charlie Hammond Sam Lucas | Tel: +44 207 523 8000 |
| Cavendish Capital Markets Limited (Joint Broker) | Derrick Lee Neil McDonald Leif Powis | Tel: +44 131 220 6939 Tel: +44 207 220 0500 |
| BlytheRay (Financial PR) | Tim Blythe Megan Ray | ... 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This announcement is not for publication or distribution, directly or indirectly, in or into the United States.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 .
For more information, or to obtain a copy of the subject early warning report, please contact: Aura Financial ...; +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 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | 1) Patrick Anderson 2) Lodewyk Daniel Turvey 3) Tony Trahar 4) Sam Hoe-Richardson 5) Steve Gatley 6) Ken Armstrong 7) Don Njegovan | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | 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 | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Cornish Metals Inc. | ||||
| b) | LEI | 8945007GJ5APA9YDN221 | ||||
| 4 | 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 | |||||
| a) | Description of the financial instrument, type of instrument | Acquisition of common shares without par value | ||||
| Identification code | CA21948L1040 | |||||
| b) | Nature of the transaction | Participation in Fundraising – Second Tranche Director Participation Shares only | ||||
| c) | Price(s) and volume(s) | |||||
| Price(s) | Volume(s) | |||||
| 8 pence | 10,726 | |||||
| 8 pence | 38,340 | |||||
| 8 pence | 119,281 | |||||
| 8 pence | 19,170 | |||||
| 8 pence | 30,672 | |||||
| 8 pence | 16,089 | |||||
| 8 pence | 10,726 | |||||
| d) | 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: 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) | |||||
| 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 | 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): | |||||
| 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 was crossed or reached | 29.14 | 11.09 | 40.23 | 503,820,934 | |
| Position of previous notification (if applicable) | 25.95 | 20.76 | 46.71 | ||
| 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 | % of voting rights | |||
| Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | ||
| Common Shares | 364,932,045 | 29.14 | |||
| SUBTOTAL 8. A | 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 | ||||
| Full chain 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) | |||||
| Name | % of voting rights if it equals or is higher than the notifiable threshold | % 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 | ||
| 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 existing shares to which voting rights are attached ii : | Cornish Metals Inc. | |||||
| 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 obligation iv | ||||||
| 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 reached vi : | 24/03/2025 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | 24/03/2025 | |||||
| 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) vii | |||
| Resulting situation on the date on which threshold was crossed or reached | 28.50 | % | 28.50 | % | 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 reached viii | |||||
| A: Voting rights attached to shares | |||||
| Class/type of shares ISIN code (if possible) | Number of voting rights ix | % of voting rights | |||
| Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | ||
| Common Shares | 356,911,283 | 28.50 | % | ||
| SUBTOTAL 8. A | 356,911,283 | % | |||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||
| Type of financial instrument | Expiration date x | Exercise/ Conversion Period xi | 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 date x | Exercise/ Conversion Period xi | Physical or cash Settlement xii | 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 xiii | X | ||
| Full chain 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 | |||
| Name xv | % of voting rights if it equals or is higher than the notifiable threshold | % 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 |
| 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 xvi | |||
| Place of completion | Leeds |
| Date of completion | 24 March 2025 |

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