Mr. Fawzi Hanano reports
CORNISH METALS COMPLETES REDOMICILE TO UK
Cornish Metals Inc. (Cornish Canada) has completed its previously announced redomicile to the United Kingdom by way of a plan of arrangement under Section 192 of the Canada Business Corporations Act.
As previously disclosed by Cornish Canada, the arrangement resulted in the transfer of all the issued and outstanding common shares of Cornish Canada to Cornish Metals PLC (Cornish U.K.) in exchange for the issue to the shareholders of the company of new shares in Cornish U.K., on the basis of one Cornish U.K. share for 10 Cornish Canada shares, rounded down to the nearest whole number of Cornish U.K. shares. In aggregate, Cornish U.K. issued 125,450,089 Cornish U.K. shares to former Cornish Canada shareholders under the arrangement. Admission of the entire issued and outstanding share capital of Cornish U.K. to trading on Alternative Investment Market is expected to occur on or about the open of market (London time) on Dec. 18, 2025. As a result of the arrangement, the former holders of Cornish Canada shares now hold a pro forma percentage of Cornish U.K. shares as previously held in Cornish Canada and Cornish Canada has become a wholly owned subsidiary of Cornish U.K.
The Cornish Canada shares will be delisted from the TSX Venture Exchange as of the close of trading today. Cornish Canada shares were suspended from trading on AIM effective 4:30 p.m. (London time) on Dec. 15, 2025, and will be cancelled from trading on AIM on or around 7 a.m. (London time) on Dec. 18, 2025. Cornish U.K. will now apply for Cornish Canada to cease to be a reporting issuer under applicable Canadian securities laws.
Further specific details regarding the arrangement and the procedure for exchange of Cornish Canada shares for Cornish U.K. shares can be found in Cornish Canada's management information circular dated Oct. 22, 2025, related to the meeting. The circular and accompanying letter of transmittal are available under Cornish Canada's SEDAR+ profile and on Cornish Metals' website.
Registered Cornish Canada shareholders (other than depositary interest holders) who have not already done so must complete and sign the letter of transmittal and return it, together with the certificate(s)/DRS advices(s) representing their Cornish Canada shares and any other required documents and instruments, in accordance with the procedures set out in the letter of transmittal and instructions provided in the circular.
Early warning disclosure by Cornish Metals PLC, pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Immediately prior to the arrangement, Cornish U.K. did not own or have control over any of the Cornish Canada shares. Following the closing of the arrangement on Dec. 16, 2025, Cornish U.K. has beneficial ownership, control and direction over 100 per cent of the Cornish Canada shares on a fully diluted basis.
This news release is being issued in connection with the filing of an early warning report pursuant to the requirements of National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. The Cornish early warning report will be electronically filed with the applicable securities commission in each jurisdiction where Cornish Canada is a reporting issuer and will be available under the profile of Cornish Canada on SEDAR+.
Early warning disclosure by National Wealth Fund Ltd., pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Immediately prior to the completion of the arrangement, the National Wealth Fund (NWF) beneficially owned and controlled 356,911,283 Cornish Canada shares, representing 28.45 per cent of the issued and outstanding Cornish Canada shares on a non-diluted basis. NWF had no dilutive securities.
Immediately following the completion of, and pursuant to the terms of, the arrangement, NWF no longer beneficially owns or controls any Cornish Canada shares, representing a decrease of 28.45 per cent in NWF's holdings of the Cornish Canada shares. Pursuant to the terms of the arrangement, NWF received, in aggregate, 35,691,128 Cornish U.K. shares, being one Cornish U.K. share for each 10 Cornish Canada shares held by NWF, rounded down to the nearest whole number of Cornish U.K. shares.
The aggregate value of the Cornish U.K. shares acquired by NWF in exchange for its Cornish Canada shares is approximately $48,183,023, being the product of the number of Cornish Canada shares held by NWF immediately prior to the completion of the arrangement, multiplied by the closing share price of the Cornish Canada shares on the TSX Venture Exchange on Dec. 15, 2025, being 13.5 cents per Cornish Canada share.
This disclosure is being made pursuant National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues which requires a report to be filed under the company's profile on SEDAR+ containing additional information respecting the foregoing matters.
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 Ltd., pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Immediately prior to the completion of the arrangement, the Vision Blue Resources (VBR) beneficially owned and controlled 364,932,045 Cornish Canada shares, representing 29.09 per cent of the issued and outstanding Cornish Canada shares on a non-diluted basis. VBR had no dilutive securities.
Immediately following the completion of, and pursuant to the terms of, the arrangement, VBR no longer beneficially owns or controls any Cornish Canada shares, representing a decrease of 29.09 per cent in VBR's holdings of the Cornish Canada shares. Pursuant to the terms of the arrangement, VBR received, in aggregate, 36,493,204 Cornish U.K. shares, being one Cornish U.K. share for each 10 Cornish Canada shares held by VBR, rounded down to the nearest whole number of Cornish U.K. shares.
The aggregate value of the Cornish U.K. shares acquired by VBR in exchange for its Cornish Canada shares is approximately $49,265,826, being the product of the number of Cornish Canada shares held by VBR immediately prior to the completion of the arrangement, multiplied by the closing share price of the Cornish Canada shares on the TSX-V on Dec. 15, 2025, being 13.5 cents per Cornish Canada share. VBR acquired the Cornish Canada shares which were exchanged for the Cornish U.K. shares issued to it in the arrangement for investment purposes and it intends to review its investment in Cornish U.K. on a continuing basis. VBR may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction, over securities of Cornish U.K. through market transactions, private agreements, treasury issuances or otherwise. Vision Blue's registered address is 1 Royal Plaza, Royal Ave., St. Peter Port, GY1 2HL, Guernsey.
This disclosure is being made pursuant National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues which requires a report to be filed under the company's profile on SEDAR+ containing additional information respecting the foregoing matters.
To obtain a copy of the early warning report to be filed by VBR in connection with this press release, please contact: Aura Financial info@vision-blue.com; 44-207-321-0000.
About Cornish Metals
Inc.
Cornish Metals is a mineral exploration and development company that is advancing the South Crofty critical mineral project toward production. South Crofty
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Is a historical underground tin mine located in Cornwall, United Kingdom, and benefits from existing mine infrastructure including multiple shafts that can be used for future operations;
- Is the highest grade known tin resource not in production;
- Is permitted to commence underground mining (valid to 2071), construct a new processing facility and for all necessary site infrastructure;
- Would be potentially the first primary producer of tin in Europe or North America. Tin is a critical mineral as defined by the U.K., American and Canadian governments as it is used in almost all electronic devices and electrical infrastructure. Approximately two-thirds of the tin mined today comes from China, Myanmar and Indonesia;
- Benefits from strong local community, regional and national government support with a growing team of skilled people, local to Cornwall and could generate over 300 direct jobs.
We seek Safe Harbor.
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