Mr. Don Turvey reports
CORNISH METALS CLOSES FIRST TRANCHE OF FUNDRAISING
Cornish Metals Inc. has closed the first tranche of the fundraising previously announced on Jan. 28, 2025. 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 dewatering 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.
On Feb. 7, 2025, Cornish issued a total of 133,817,678 common shares, comprising: 97,742,899 first tranche placing shares; 34,722,222 first tranche Vision Blue Resources subscription shares; and 1,352,557 first tranche director subscription shares, raising gross proceeds of 10,705,414 pounds sterling (approximately $19,133,787). In connection with closing of the first tranche of the fundraising, total commission payable to the placing agents in respect of the first tranche placing shares is 390,972 pounds sterling (approximately $698,784). All dollar equivalents of the amounts referred to in this announcement have been calculated using the Bank of Canada's closing exchange rate for Jan. 24, 2025, of $1.7873 per pound sterling.
For further details of the fundraising, please refer to: (i) the launch announcement; (ii) the news release dated Jan. 28, 2025 (titled: Result of fundraising); and (iii) the news release dated Jan. 31, 2025 (titled: Results of Retail Offer), copies of which are available on the company's profile on SEDAR+.
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). 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 per cent 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 the Alternative Investment Market; 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, nor the fair market value of the consideration to be received, insofar as it involves interested parties (being Vision Blue in respect of the additional VBR subscription and the director participations), exceeds 25 per cent of the company's market capitalization.
In accordance with applicable Canadian securities legislation, the first tranche placing shares, the first tranche VBR subscription shares and the first tranche director subscription shares will be subject to a hold period of four months, which expires on June 8, 2025, and 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 Venture Exchange.
© 2025 Canjex Publishing Ltd. All rights reserved.