Cornish Metals Inc. (
TSX-V/AIM:
CUSN) (“Cornish Metals” or the “Company”), a mineral
exploration and development company focused on tin / copper
projects in Cornwall, United Kingdom, is pleased to announce that
it has closed the previously announced £40,500,000 (approximately
C$64,800,000 based on the Bank of Canada’s closing exchange rate
for May 20, 2022 of C$1.6005/£) unit offering (the “Offering”) (see
news release dated March 28, 2022).
Richard Williams, CEO of Cornish Metals,
stated; “The completion of this financing allows Cornish
Metals to push ahead with the dewatering of the mine and delivery
of a Feasibility Study in order to make a production decision for
the South Crofty tin project.
“We welcome Vision Blue Resources as a major
shareholder and partner in this venture. We are all very excited
about the prospects of seeing South Crofty back in production in
the coming years and look forward to enjoying continued support
from our stakeholders in the local community.”
Details of the financing
Each unit (“Unit”) issued under the Offering was
priced at 18pence (“p”) (C$0.30 for Canadian investors) per Unit,
with each Unit comprising one common share of the Company (“Common
Share”) and one warrant to purchase one additional Common Share
exercisable at a price of 27p (C$0.45 for Canadian investors) for a
period of 36 months (each, a “Warrant”). On May 19, 2022, the
Company received the necessary approvals from the shareholders of
the Company at a Special Meeting of the Shareholders (see news
release dated May 20, 2022) and from the TSX Venture Exchange (the
“TSX-V”) to proceed to close the Offering.
The Offering consisted of: (i) a subscription by
Vision Blue Resources Limited (“VBR”) of 138,888,889 Units at a
purchase price of £0.18 per Unit for proceeds of £25,000,000.02
pursuant to an investment agreement dated March 27, 2022 between
the Company and VBR; (ii) a concurrent private placement of
76,872,728 Units at a purchase price of £0.18 per Unit to certain
UK investors and US investors for proceeds of £13,837,091.04; and
(iii) a concurrent private placement of 9,238,838 Units consisting
of (A) 8,849,494 Units at a purchase price of C$0.30 per Unit to
certain Canadian investors for proceeds of C$2,654,848.20 (the
“Concurrent Canadian Private Placement”) and (B) 388,889 Units at a
purchase price of £0.18 per Unit to certain UK investors for
proceeds of £70,000.02 (the “UK Subscription”).
As a result of closing of the Offering, as at
today, the Company has 510,850,157 Common Shares issued, of which
VBR owns 138,888,889 Common Shares of the Company (approximately
27.18% of the issued share capital on a non-diluted basis) and
138,888,889 Warrants to purchase an additional 138,888,889 Common
Shares. Assuming VBR exercises its Warrants in full, it will own
approximately 42.75% of the Common Shares of the Company on a
partially fully diluted basis.
SP Angel Corporate Finance LLP (“SP Angel”) is
the Company’s nominated adviser and is joint broker with H&P
Advisory Limited (together with SP Angel, the “Joint Brokers”).
Further to the Company’s March 28, 2022 news release, in connection
with the completion of the Offering, the Company paid cash
commissions/fees of £1,851,169.98 in aggregate to the Joint
Brokers.
Securities issued pursuant to the Offering are
subject to a hold period in Canada expiring on September 25, 2022
in accordance with applicable Canadian securities legislation and
the policies of the TSX-V. Under applicable Canadian securities
legislation and the policies of the TSX-V, such hold period will
only apply to trades (as defined under applicable Canadian
securities legislation) of such securities in Canada or on the
TSX-V.
This press release is not an offer of securities
for sale in the United States or to U.S. persons. The securities
described herein may not be offered or sold in the United States or
to U.S. persons absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended, and
applicable state securities laws.
Use of Proceeds
The planned use of the proceeds of the Offering
is to complete a dewatering programme and feasibility study at
South Crofty, evaluation of downstream beneficiation opportunities,
and potential on-site early works in advance of a potential
construction decision. The proceeds raised under the Offering are
budgeted to be spent in the following manner to finance a 30 month
programme covering mine dewatering and resource drilling through to
the completion of a feasibility study in respect of the South
Crofty mine.
Mine dewatering |
£16.1m |
Underground access / resource drilling |
£8.5m |
Surface drilling to expedite feasibility study |
£4.5m |
Feasibility study |
£1.2m |
South Crofty holding costs |
£1.7m |
Corporate and general working capital |
£8.5m |
Total |
£40.5m |
Related Party Transaction
Further to the Company’s announcement on March
28, 2022, Richard Williams, Patrick Anderson, Stephen Gatley,
Grenville Thomas, John McGloin, Owen Mihalop and Don Njegovan
(collectively, the “Participating Insiders”) participated in the
Offering and have subscribed for an aggregate of 711,112 Units
under the Concurrent Canadian Private Placement and the UK
Subscription, as applicable, collectively raising aggregate
subscription proceeds of £146,000 (approximately C$234,000 based on
the Bank of Canada’s closing exchange rate for May 20, 2022 of
C$1.6005/£). As such, the Offering constituted a “related party
transaction” within the meaning of Policy 5.9 of the TSX-V and
Multilateral Instrument 61- 101 - Protection of Minority Security
Holders in Special Transactions (“MI 61-101”) as a result of such
Participating Insiders being directors and/or officers of the
Company. The Company relied on the exemptions under section 5.5 and
section 5.7(1)(b) of MI 61-101 in respect of formal valuation and
minority shareholder approval requirements respecting the Offering
under MI 61-101. For more information, please see the Company’s
news release dated March 28, 2022.
ABOUT CORNISH METALS
Cornish Metals completed the acquisition of the
South Crofty tin and United Downs copper / tin projects, plus
additional mineral rights located in Cornwall, UK, in July 2016
(see Company news release dated July 12, 2016). The additional
mineral rights cover an area of approximately 15,000 hectares and
are distributed throughout Cornwall. Some of these mineral rights
cover old mines that were historically worked for copper, tin,
zinc, and tungsten.
The South Crofty project covers the former
producing South Crofty tin mine located beneath the towns of Pool
and Camborne, Cornwall. The South Crofty mine closed in 1998
following over 400 years of continuous production. Since acquiring
the project in 2016, Cornish Metals has completed and published
maiden NI 43-101 Mineral Resources for South Crofty using the vast
archive of historical production data and more recent drilling
completed between 2007 and 2013. In 2017, Cornish Metals completed
a Preliminary Economic Assessment that demonstrated the economic
viability of re-opening the mine. Additionally, Cornish Metals has
undertaken extensive pilot-scale water treatment trials and
successfully applied for and received the necessary environmental
permits to abstract, treat and discharge mine water in order to
dewater the mine. Planning permissions for the operation of the
mine and re-development of the surface facilities have been secured
and construction of the water treatment plant foundations
commenced. The dewatering pumps, variable speed drives and new
high-voltage power supply have been delivered to site.
For an updated Mineral Resource Estimate in
respect of the South Crofty Mine, please see the Company’s
technical report entitled “South Crofty Tin Project Mineral
Resource Update” dated effective June 7, 2021, a summary of certain
portions of which is set out below:
South Crofty Summary Mineral Resource
Estimate |
Area |
Classification |
Mass (‘000 tonnes) |
Grade |
Contained Tin / Tin Equivalent (‘000 tonnes) |
Lower Mine |
Indicated |
2,084 |
1.59% Sn |
33 |
Inferred |
1,937 |
1.67% Sn |
32 |
|
Upper Mine |
Indicated |
277 |
1.01% SnEq |
3 |
Inferred |
493 |
0.93% SnEq |
5 |
All technical information contained within this
news release has been reviewed and approved for disclosure by Owen
Mihalop, (MCSM, BSc (Hons), MSc, FGS, MIMMM, CEng), the Chief
Operating Officer for the Company, and a “qualified person” as
defined in NI 43-101.
ABOUT VISION BLUE RESOURCES
VBR aims to create lasting value for all
stakeholders by accelerating the supply of the commodities
necessary to facilitate the green energy transition. The growth in
demand for these metals is unprecedented, driven by regulation and
social change, and is taking place against a backdrop of limited
supply due to years of underinvestment in the sector. VBR aims to
unlock value in its investments by providing transformational
investment capital and its financial, technical, ESG, construction
and operating experience in the mining and metals sector, ensuring
its investments are advanced into production and beyond.
ON BEHALF OF THE BOARD OF
DIRECTORS
“Richard D. Williams”Richard D. Williams,
P.Geo
Market Abuse Regulation
disclosure
The information contained within this
announcement is deemed by the Company to constitute inside
information pursuant to Article 7 of EU Regulation 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended ("MAR") encompassing information
relating to the Offering described above, and is disclosed in
accordance with the Company's obligations under Article 17 of MAR.
In addition, market soundings (as defined in MAR) were taken in
respect of the UK Placing with the result that certain persons
became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, upon publication of this announcement,
those persons that received such inside information in a market
sounding are no longer in possession of such inside information
relating to the Company and its securities.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Caution regarding forward looking
statements
This news release contains "forward-looking
statements". These forward-looking statements are statements
regarding the Company's intentions, beliefs or current expectations
concerning, among other things, the Company's projections, outlook,
forecast, estimates, plans, potential results of operations or
upcoming work programs, financial condition, prospects, growth,
strategies and the industry in which the Company operates,
including, without limitation: statements in connection with the
Offering, the terms and conditions of the lock-in agreements and
orderly market arrangements following closing of the Offering, the
expected use of proceeds, including in respect of certain work
programs and the potential completion of a feasibility study on the
South Crofty mine, the expected supply and demand for tin
generally, the potential benefits to the Company, to the economy
and to the environment in respect of the development of the South
Crofty mine, exploration potential and VBR’s aims and goals.
Forward-looking statements, while based on
management's best estimates and assumptions at the time such
statements are made, are subject to risks and uncertainties that
may cause actual results to be materially different from those
expressed or implied by such forward-looking statements, including
but not limited to: risk of non-compliance with planning and
environmental permissions / licences, risks related to general
economic and market conditions; risks related to the COVID-19
global pandemic and any variants of COVID-19 which may arise; risks
related to the availability of financing; the timing and content of
upcoming work programs; actual results of proposed exploration
activities; possible variations in mineral resources or grade;
risks associated with the unplanned departure of key personnel,
environmental risks, failure of plant, equipment or processes to
operate as anticipated; accidents, labour disputes, title disputes,
claims and limitations on insurance coverage and other risks of the
mining industry; changes in national and local government
regulation of mining operations, tax rules and regulations.
Although Cornish Metals has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking statements, there may be other factors
that cause results not to be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements. Cornish Metals undertakes no obligation or
responsibility to update forward-looking statements, except as
required by law.
For additional information please contact:
In North America:
Irene Dorsman at (604) 200 6664 or by e-mail at irene@cornishmetals.com
SP Angel Corporate Finance LLP
(Nominated Adviser & Joint Broker)
Tel: +44 203 470 0470
Richard Morrison
Charlie Bouverat
Grant Barker
Hannam & Partners
(Joint Broker)
Tel: +44 207 907 8500
Matthew Hasson
Andrew Chubb
Ernest Bell
Blytheweigh
(Financial PR/IR-London)
Tel: +44 207 138 3204
Tim Blythe
tim.blythe@blytheweigh.com
Megan Ray
megan.ray@blytheweigh.com
For Vision Blue Resources
Aura Financial
Tel:
+44 207 321 0000
+44 7834 368 299
+44 7841 748 911
Michael Oke
Andy Mills
info@vision-blue.com
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