Mr. Don Turvey reports
CORNISH METALS ANNOUNCES RESULTS OF SPECIAL MEETING OF SHAREHOLDERS
Cornish Metals Inc. has released the results of the special meeting of shareholders held via live audio teleconference on March 18, 2025, to seek the shareholder approvals necessary to complete the previously announced fundraising to raise gross proceeds of approximately 57.4 million pounds sterling.
At the meeting, shareholders of the company were asked to approve the following resolutions:
- An ordinary resolution of disinterested shareholders of the company to approve the creation of the National Wealth Fund Ltd. as a new control person (as such term is defined by the policies of the TSX Venture Exchange) of the company;
- An ordinary resolution of the shareholders of the company to authorize the directors of the company to allot shares in the company and to grant rights to subscribe for or convert any security into shares of the company;
- An extraordinary resolution of the shareholders of the company to authorize the directors of the company to allot certain equity securities for cash without first having to offer them on a pre-emptive basis to existing shareholders;
- An ordinary resolution of the shareholders of the company to approve the company's rolling performance share plan.
A total of 334,504,918 common shares of the company were voted at the meeting, representing approximately 49.99 per cent of the issued and outstanding common shares as at the record date of the meeting. All resolutions were passed by the requisite majorities. The voting results are summarized as shown in the attached table.
In addition to the approval of the resolutions related to the fundraising, shareholders of the company approved the adoption of a performance unit plan, effective Feb. 4, 2025. The performance share plan is a 10-per-cent rolling plan, whereby the maximum aggregate number of common shares issuable pursuant to all security-based compensation must not exceed 10 per cent of the issued and outstanding common shares of the company from time to time. The performance share plan remains subject to final TSX-V approval.
Issue of equity and total voting rights
Application has been made for the 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) to be admitted to trading which is expected to occur at 8 a.m. (London time) on or around March 24, 2025 (admission) (or such later date as may be agreed between the company and the joint bookrunners), at which point the fundraising will complete.
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.
Following admission, the total number of common shares of the company in issue on second admission will be 1,252,414,079. The total number of voting rights in the company as at second admission will therefore be 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 Ltd. will hold 29.14 per cent of the total voting rights and the National Wealth Fund Ltd. will hold 28.50 per cent of the total voting rights.
For further details of the fundraising, please refer to: (i) the new release dated Jan. 28, 2025; (ii) the news release dated Jan. 28, 2025; (iii) the news release dated Jan. 31, 2025; (iv) the news release dated Feb. 7, 2025; and (v) the company's management proxy circular dated Feb. 12, 2025 (which circular contains details of each of the matters considered at the meeting, including a copy of the performance unit plan in its entirety), copies of which are available on the company's profile on SEDAR+.
We seek Safe Harbor.
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