Mr. Don Turvey reports

CORNISH METALS ANNOUNCES UPDATE TO ITS PLANS TO RE-DOMICILE TO THE UK

In connection with its previously announced intention to redomicile from Canada to the United Kingdom, Cornish Metals Inc. has entered into an arrangement agreement with Cornish Metals PLC (Cornish U.K.), pursuant to which Cornish Canada will be redomiciled to the U.K. Completion of the redomicile shall be subject to certain conditions, including, inter alia, shareholder and regulatory approvals. It is expected that the redomicile will be completed in December, 2025.

As previously announced, in conjunction with the strategic investment by National Wealth Fund Ltd. (NWF), the company provided an undertaking to NWF that it shall use all reasonable and commercially prudent endeavours to redomicile the company from Canada to the U.K. by no later than March 24, 2026.

Following execution of the arrangement agreement, certain documents will be submitted to the Ontario Superior Court of Justice for an interim hearing on the proposed court-approved plan of arrangement scheduled for Oct. 14, 2025.

Subject to the outcome of the interim hearing, further information will be circulated to shareholders ahead of the convening of a special meeting to approve the arrangement which is anticipated to be held in the second half of November, 2025.

Don Turvey, chief executive officer and director of Cornish Metals, stated: "Redomiciling Cornish Metals from Canada to the U.K. simplifies the company's structure and better aligns with our strategic and operational focus in the U.K. to restart tin production at our South Crofty mine in Cornwall. We expect to benefit from reduced regulatory, legal and other costs associated with the dual listing, improved liquidity of the single quotation on AIM [Alternative Investment Market], and reduced transaction and overall complexity, which is paramount as we advance the project finance process. We value our Canadian shareholders and hope that they will continue to support the company on our journey towards becoming an important Western-world tin producer."

Summary of redomicile process

The arrangement will be completed by all shareholders of the company transferring all of the issued and outstanding common shares in the capital of Cornish Canada to Cornish U.K. in exchange for the issue to them 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 the event that any holder of Cornish Canada shares holds fewer than 10 Cornish Canada shares or the number of Cornish Canada shares held when divided by 10 is not a whole number, such allocation will be rounded down to the nearest whole number (or zero, if fewer than 10 Cornish Canada shares are held immediately prior to the effective date (as defined below)).

The arrangement will result in Cornish U.K. becoming the parent company of the Cornish Group (as defined in the arrangement agreement).

It is expected that rights attaching to the Cornish U.K. shares held by the former holders of the Cornish Canada shares on completion of the transaction will remain substantially the same. Accordingly, immediately upon the arrangement becoming effective, a Cornish Canada shareholder will have the same proportionate interest in the profits, net assets and dividends of Cornish U.K. as he or she has in Cornish Canada immediately prior to the effective date. Cornish U.K. will apply for admission to trading of its Cornish U.K. shares on the AIM of the London Stock Exchange. Cornish Canada intends to delist the Cornish Canada shares from the TSX Venture Exchange and cancel the admission to trading of the Cornish Canada shares on the AIM. Cornish Canada also intends to apply to cease to be a reporting issuer in Canada following completion of the redomicile.

Information for shareholders

The company will send a management information circular to the Cornish Canada securityholders (as defined in the arrangement agreement), setting out the details of the transaction and containing a notice of special meeting of Cornish Canada. The circular will also outline the considerations of the board of directors of Cornish Canada with respect to its determination that the transaction is in the best interests of Cornish Canada and the Cornish Canada shareholders and its recommendation that all Cornish Canada shareholders vote in favour of the arrangement.

Special meeting for shareholders

At a special meeting of the company, among other things, Cornish Canada securityholders will be asked to approve the redomicile and its implementation by way of a court-approved plan of arrangement pursuant to the terms and conditions of the arrangement agreement.

The arrangement must be approved by not less than: (i) 66-2/3rds per cent of the votes cast by Cornish Canada shareholders present in person or represented by proxy and entitled to vote at the special meeting; (ii) 66-2/3rds per cent of the votes cast by Cornish Canada securityholders present in person or represented by proxy and entitled to vote, voting together as a single class, at the special meeting; and (iii) a simple majority of the votes cast on such resolution by Cornish Canada shareholders present in person or represented by proxy and entitled to vote at the special meeting, other than the votes attached to the Cornish Canada shares required to be excluded pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions; 66-2/3rds per cent of the votes cast by Cornish Canada shareholders at the special meeting will also fulfill the TSX-V requirement to obtain the approval of a simple majority of Cornish Canada shareholders. The arrangement also requires, among other things, final approval of the court.

Further information

Pursuant to the application for the admission of Cornish U.K. shares to trading on the AIM, Cornish U.K. will publish an AIM Schedule 1 announcement, together with an appendix to that announcement, which contains more information about the redomicile and Cornish U.K.. The circular and the Schedule 1 announcement, together with the appendix, will be made available for viewing on Cornish Canada's website and on its SEDAR+ profile.

The company will provide further details related to the transaction and other material information as it becomes available. The transaction will be subject to, inter alia, the requisite approvals of Cornish Canada securityholders, approval at the special meeting, the approval of the court, and certain regulatory approvals, including approval from the TSX-V.

About Cornish Metals Inc.

Cornish Metals is a mineral exploration and development company that is advancing the South Crofty tin project toward production. South Crofty:

• Is a historical, high-grade, 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 permitted to commence underground mining (valid to 2071) and construct a new processing facility and for all necessary site infrastructure;
• Would be the only 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.