Mr. Fawzi Hanano reports
CORNISH METALS INC ("CORNISH METALS" OR THE "COMPANY") (AIM/TSX-V: CUSN) RESULT OF RETAIL OFFER
Further to the announcement in respect of the retail offer dated Jan. 28, 2025, Cornish Metals Inc., following the closing of the retail offer on the bookbuild platform on Jan. 31, 2025, has conditionally raised total gross proceeds of 1,371,000 pounds sterling by way of a successful subscription for a total of 17,143,367 retail offer shares at the issue price of eight pence per share in connection with the retail offer.
As previously announced, the placing and subscription will be undertaken in two tranches. A total of 133,817,678 first tranche new shares (comprising 34,722,222 first tranche VBR subscription shares; 97,742,899 first tranche placing shares; and 1,352,557 first tranche director participation shares) will be issued on first admission, which (subject to TSX Venture Exchange conditional approval) is expected to occur at 8 a.m. on or around Feb. 6, 2025 (or such later date as may be agreed between the company and the joint bookrunners).
All retail offer shares and NWF subscription shares will be issued in the second tranche of the fundraising. Consequently, a total of 583,325,689 second tranche new shares (comprising: 17,143,367 retail offer shares; 356,911,283 NWF subscription shares; 191,320,934 second tranche VBR subscription shares; 17,705,101 second tranche placing shares; and 245,004 director participation shares) are expected to be issued on second admission, which (subject to TSX-V conditional approval and the passing of the shareholder resolutions referred to below) is expected to occur at 8 a.m. on or around March 24, 2025 (or such later date as may be agreed between the company and the joint bookrunners). The aggregate value of the NWF subscription shares to be issued to NWF on second admission will be 28,552,903 pounds sterling (equivalent to $51,032,603, using an exchange rate of one pound sterling to $1.7873 (Canadian), based on the Bank of Canada closing exchange rate on Jan. 24, 2025).
Completion of the retail offer (and the issue of the other second tranche new shares) is conditional, inter alia, upon approval of the shareholders at the general meeting to be held on or about March 18, 2025, the placing becoming unconditional, the NWF subscription becoming unconditional and the VBR subscription becoming unconditional, and on admission of the second tranche new shares.
The new shares, when issued, will be fully paid and will 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.
The total number of common shares of the company in issue on first admission will be 669,088,390. The total number of voting rights in the company as at first admission will therefore be 669,088,390. 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 and Transparency Rules. The company does not hold any shares in treasury.
On second admission, it is expected that Vision Blue Resources Ltd. will hold 29.14 per cent of the total voting rights, and National Wealth Fund Ltd. will hold 28.50 per cent of the total voting rights.
We seek Safe Harbor.
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