Proposed Fundraising of approximately £135 million to develop the South Crofty tin project
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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF CORNISH METALS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT IN RESPECT OF CORNISH METALS PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX I WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING (AS DEFINED BELOW).
This Announcement contains inside information for the purposes of the UK version of the Market Abuse Regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended by the European Union (Withdrawal) Act 2020 ("UK MAR"). In addition, market soundings (as defined in UK MAR) were taken in respect of certain of the matters contained in this Announcement, with the result that certain persons became aware of such inside information, as permitted by UK MAR. Upon the publication of this Announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information.
Proposed Fundraising of approximately £135 million to develop the South Crofty tin project
Entry into 6 year offtake agreement with Glencore
20 October 2026
Cornish Metals plc (AIM: TIN) (“Cornish Metals” or the “Company”), a mineral exploration and development company focused on advancing its wholly owned and permitted South Crofty tin project in Cornwall, United Kingdom, is pleased to announce that it is undertaking a proposed fundraising to raise approximately £135 million (before expenses) (or such other amount as may be agreed) at a price of 60 pence (the "Issue Price") per new ordinary share of 0.05 pence each in the capital of the Company (“Ordinary Share”). The Fundraising comprises:
- A conditional placing to new and existing institutional investors (the “Placing”);
- Conditional direct subscriptions with the Company by each of:
- Glencore International AG ("Glencore") for c. £11.2 million;
- Vision Blue Resources Limited ("VBR" or “Vision Blue”) for approximately up to its pro rata entitlement in the Fundraising with such number to be confirmed on announcement of the results of the Fundraising;
- National Wealth Fund Limited ("NWF") for up to c. 29.5 per cent. of the total amounts subscribed for in the Fundraising, with such number to be confirmed on announcement of the results of the Fundraising;
- certain directors of the Company and certain other investors for, in aggregate, £1.0 million (together, the “Subscriptions”); and
- a retail offer through RetailBook Limited (“RetailBook”) (the “Retail Offer” and together with the Placing and the Subscriptions, the “Fundraise” or “Fundraising”).
Net proceeds from the Fundraising are expected to be utilised to develop the South Crofty tin mine in Cornwall.
As part of the Fundraising, the Company announces that it has conditionally raised approximately £11.2 million by way of a strategic investment by Glencore, pursuant to which Glencore has conditionally agreed to subscribe for 18,718,319 new Ordinary Shares (the “Glencore Subscription Shares”) at the Issue Price (the “Glencore Subscription”).
The Company is also pleased to announce that the Company's wholly-owned subsidiary, South Crofty Limited, has entered into an offtake agreement with Glencore (the "Glencore Offtake Agreement"), further details of which are set out below. Glencore is one of the world’s largest global diversified natural resource companies and a major producer and marketer of more than 60 commodities. The company has a strong footprint in over 30 countries in both established and emerging regions for natural resources.
The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following release of this Announcement (as defined below). The timing of the closing of the Bookbuild and the allocations are at the absolute discretion of the Joint Bookrunners and the Company. Cornish Metals has engaged each of Peel Hunt LLP (“Peel Hunt”) and Joh. Berenberg, Gossler & Co. KG, London Branch (“Berenberg”) as joint bookrunners (the “Joint Bookrunners”) and SP Angel Corporate Finance LLP (“SP Angel”) and H&P Advisory Ltd (“Hannam & Partners”) as placing agents (the “Placing Agents”).
The Placing is subject to the terms and conditions set out in Appendix I to this announcement (which forms part of this announcement, such announcement and the Appendix together being this "Announcement"). Capitalised terms in the Announcement which are not otherwise defined shall have the meaning as set out in Appendix II.
The Subscription Shares will be subscribed for on the terms of the Subscription Agreements, rather than pursuant to the terms and conditions of the Placing. No part of the Fundraising is being underwritten.
All times and dates referred to in this announcement, unless indicated otherwise, are to times and dates in London, England.
As announced on 14 October 2026, the Company has decided to utilise a Capital Access Window in connection with the Fundraising. This is a voluntary pause to the trading of a Company's shares to make it easier for companies to reach a broader range of investors during a fundraise. The Company remains in a Capital Access Window, and trading in the Ordinary Shares will remain paused, until a further announcement is made detailing the results of the Fundraising.
Background and rationale for the Fundraising
On 7 May 2026, the Company announced that it had successfully completed an oversubscribed placement of US$210 million of new six-year, callable senior secured Nordic Bonds with a coupon rate of 13.5 per cent. per annum. The placement completed on 6 May 2026 and was met with strong investor demand across European, North American, and other international markets. The Nordic Bonds were admitted to trading on Nordic ABM on 5 August 2026.
The proceeds of the issue of the Nordic Bonds are being held in an escrow account and will not be capable of being drawn down by the Company until the conditions precedent to release from escrow have been satisfied. An important condition precedent is for the Company to have completed an equity fundraising of at least US$161 million by 21 November 2026 (unless such date is extended with the bondholders’ consent). The Fundraising, if approved by shareholders by duly-passing the Resolutions at the General Meeting, will satisfy this condition given the USD equivalent of the proposed Fundraising quantum is approximately US$188 million as at the date of this announcement.
The Fundraising, together with the proceeds from the Nordic Bonds once capable of drawdown, positions Cornish Metals to develop its flagship tin project, South Crofty, to first production in mid-2028 delivering a secure domestic supply of tin. Ahead of first production the Company requires certain planning, environmental and other consents, approvals and variations as part of its redevelopment and later operation of the mine.
Sources and use of proceeds
In addition to the Company’s existing cash resources (cash balance of £11.6 million as at 1 October 2026, excluding the funds from the Nordic Bonds held in escrow), the net proceeds of the Fundraising and the proceeds of the Nordic Bonds (once capable of drawdown) are intended to be allocated towards the following workstreams relating to the development of South Crofty:
| Source of funds | £ (million) | Use of funds | £ (million) |
| Cash balance as at 1 October 2026 | 12 | Capital expenditure for the South Crofty Project | 185 |
| New equity | c. 135 (or such other amount as may be agreed) | Capitalisation of the principal amounts and accrued interest of the VBR Facility and the NWF Facility, being the credit facilities extended to the Company by those entities | 55 |
| Nordic Bond | 155 | Interest payments accruing and payable on the Nordic Bonds whilst the project undergoes construction and ramp-up | 32 |
| Corporate costs and financing fees | 12 | ||
| Working capital and growth* | 10 or less | ||
| Cash requirement | 8 | ||
| Total: | 302 | Total: | 302 |
* The Company continues to evaluate a number of potential strategic opportunities, including the acquisition of mineral interests, exploration projects and complementary assets both within and outside the United Kingdom. While no binding agreement has been entered into, the Board considers it prudent to maintain balance sheet flexibility to pursue such opportunities should they arise. Any such transaction may be funded, in whole or in part, through the issue of new ordinary shares of the Company as consideration.
Further information concerning the Company's operations can be viewed on its website at https://investors.cornishmetals.com.
Don Turvey, CEO of Cornish Metals commented: “We are pleased to announce the proposed Fundraise, supported not only by our existing cornerstone shareholders, the National Wealth Fund and Vision Blue, but also by the investment of approximately £11.2 million from Glencore and the entry into the offtake agreement. The strength and calibre of our expanded shareholder register, together with the oversubscribed debt financing announced in May, demonstrate the strategic importance of the South Crofty project to both the UK and the wider Western critical minerals supply chain.
We are also delighted to partner with RetailBook, providing retail investors with the opportunity to participate in the Fundraise. Further details will be announced in due course.
The capital raised through this Fundraise will support the continued development of the South Crofty tin mine towards production. Significant progress has already been achieved both underground and on surface, and this funding will allow us to accelerate development activities while securing the remaining long-lead items essential for the project's delivery.”
Details of the Fundraise
The proposed Fundraise of c. £135 million (before expenses) (or such other amount as may be agreed) is expected to comprise:
- the Placing through the issue of new Ordinary Shares (“Placing Shares”) at the Issue Price;
- the Glencore Subscription of approximately £11.2 million (before expenses) through the issue of 18,718,319 Glencore Subscription Shares at the Issue Price;
- the subscription by VBR for approximately its pro rata entitlement in the Fundraising with such number to be confirmed on announcement of the results of the Fundraising (the "VBR Subscription Shares") at the Issue Price (the "VBR Subscription");
- the subscription by NWF for up to c. 29.5 per cent. of the total amounts subscribed for in the Fundraising, with such number to be confirmed on announcement of the results of the Fundraising (the "NWF Subscription Shares") at the Issue Price (the "NWF Subscription");
- the subscription by each of Tony Trahar, Stephen Gatley, Don Turvey, Samantha Hoe-Richardson, Patrick Anderson, Andy Quinn, Danny Callow and Hennie Faul (the "Participating Directors") and certain other investors (together, the "Participating Directors and Investors") for, in aggregate, 1,716,665 new Ordinary Shares (the "Participating Director and Investor Subscription Shares") at the Issue Price to raise approximately £1.0 million (before expenses) (the "Participating Director and Investor Subscriptions"); and
- the Retail Offer to raise additional funds through the issue of new Ordinary Shares (“Retail Offer Shares” and together with the Glencore Subscription Shares, the VBR Subscription Shares, the NWF Subscription Shares, the Participating Director and Investor Subscription Shares and the Placing Shares, the “Fundraise Shares”). The Retail Offer is subject to and conditional on the Placing.
- A further announcement will be made shortly in connection with the Retail Offer.
The Fundraise is conditional on, amongst other things, the Fundraising raising £135 million (or such other amount as the Company, VBR, NWF, Glencore, the Joint Bookrunners and the Placing Agents may agree).
It is also conditional upon the approval of Shareholders at a general meeting of the Company, to be convened shortly (the “General Meeting”). Each of the Placing, the VBR Subscription, the NWF Subscription, the Glencore Subscription, the Participating Director and Investor Subscriptions and the Retail Offer are conditional on each other, meaning that if any one of those elements does not occur, nor would the other elements.
The Directors consider the Resolutions to be in the best interests of Shareholders and recommend Shareholders vote in favour of the Resolutions, as those Directors that hold Ordinary Shares in the Company intend to do.
The Placing is subject to the terms and conditions set out in Appendix I to this announcement, which forms part of this Announcement.
Additional information on the Placing
The final number of Placing Shares to be issued pursuant to the Placing will be determined by the Company and the Joint Bookrunners following closure of the Bookbuild.
The Placing is subject to the terms and conditions set out in the Appendix I to this Announcement. The Bookbuild will determine final demand for and participation in the Placing. The Bookbuild is expected to close not later than 7 p.m. on 21 October 2026, but may be closed at such earlier or later time as the Joint Bookrunners and the Placing Agents, in their absolute discretion (following consultation with the Company), determine.
Details of the result of the Placing will be announced as soon as practicable after closure of the Bookbuild. Attention is drawn to the detailed terms and conditions of the Placing described in Appendix I (which forms part of this Announcement). By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained in Appendix I.
The completion of the Placing is conditional upon, inter alia, admission of the Placing Shares to trading on AIM, receipt of shareholder approval at the General Meeting and completion of the Subscriptions and the Retail Offer. The Placing Shares, if issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.
Board nomination right
Leonidsport B.V., an existing shareholder in the Company, has indicated its intention to participate in the Placing, raising £13.35 million (gross) for the Company. Leonidsport is a Netherlands-incorporated investment company established by Margarita Louis-Dreyfus and her sons Kyril, Maurice and Eric Louis-Dreyfus. It invests the family's permanent capital on a long-term basis.
Subject to such participation, for so long as Leonidsport holds at least 6 per cent. of the voting rights in the share capital of the Company, the Company has agreed to grant it the right, subject to certain conditions, to nominate one person for appointment to the Board as a non-executive director. The identity and appointment of any such nominee will be subject to the approval of the Company and its nominated adviser following the completion of such due diligence as the nominated adviser considers appropriate, including for the purposes of assessing the Company's continuing appropriateness for admission to trading on AIM.
Glencore Subscription and the Glencore Offtake Agreement
Glencore has entered into the Glencore Subscription Agreement with the Company dated 20 October 2026, pursuant to which it has conditionally agreed to subscribe for the Glencore Subscription Shares at the Issue Price, raising a total of c. £11.2 million for the Company (before expenses).
The Glencore Subscription Agreement is conditional, amongst other things, on (i) the passing of the Resolutions; (ii) the Placing Agreement becoming unconditional in accordance with its terms; (iii) the other Subscriptions becoming unconditional in accordance with their terms; (iv) the Fundraise raising at least £135 million for the Company (before expenses) (or such other amount as the Company, VBR, NWF, Glencore, the Joint Bookrunners and the Placing Agents may agree); and (v) Admission occurring on or before 8.00 a.m. on 10 November 2026 (or such later date as Glencore and the Company may agree being not later than 8.00 a.m. on 20 November 2026).
In connection with the subscription by Glencore, Glencore has also entered into the Glencore Offtake Agreement. The principal terms of the Glencore Offtake Agreement are as follows:
Counterparty: Glencore International AG.
Product: tin concentrate.
Duration: consecutive six-year duration (basis of a minimum aggregate delivery volume of 27,513 mtu tin contained) commencing on the date of commercial production start.
Quantity: 100% of tin concentrates produced.
Commencement: Deliveries aligned with the planned start of production, currently targeted for 2028.
This agreement contains certain customary commercial provisions relating to pricing, delivery and payment. The Company and Glencore have also signed heads of terms for the potential provision of an up to US$10 million revolving working capital facility which may be provided by Glencore to the Group.
The VBR Subscription
Vision Blue has entered into the VBR Subscription Agreement with the Company dated 20 October 2026, pursuant to which it has conditionally agreed to subscribe for the VBR Subscription Shares at the Issue Price, for up to, approximately, its pro rata entitlement in the Fundraising with such number to be confirmed on announcement of the results of the Fundraising.
The VBR Subscription Agreement is conditional, amongst other things, on (i) the passing of the Resolutions to be proposed at the General Meeting; (ii) the Placing Agreement becoming unconditional in accordance with its terms; (iii) the other Subscriptions becoming unconditional in accordance with their terms; (iv) the Fundraise raising at least £135 million for the Company (before expenses) (or such other amount as the Company, VBR, NWF, Glencore, the Joint Bookrunners and the Placing Agents may agree); and (v) Admission occurring on or before 8.00 a.m. on 10 November 2026 (or such later date as Vision Blue and the Company may agree being not later than 8.00 a.m. on 20 November 2026).
VBR Debt Set Off Deed
In connection with the subscription by Vision Blue, Vision Blue and the Company have also entered into the VBR Debt Set Off Deed dated 20 October 2026, pursuant to which the Company and Vision Blue have conditionally agreed to set off amounts owed by the Company to Vision Blue under the VBR Facility against amounts due from Vision Blue to the Company in respect of the subscription by Vision Blue of the VBR Subscription Shares pursuant to the VBR Subscription Agreement.
The NWF Subscription
NWF has entered into the NWF Subscription Agreement with the Company dated 20 October 2026, pursuant to which it has conditionally agreed to subscribe for the NWF Subscription Shares at the Issue Price, for up to c. 29.5 per cent. of the total amounts subscribed for in the Fundraising, with such number to be confirmed on announcement of the results of the Fundraising.
The NWF Subscription Agreement is conditional, amongst other things, on (i) the passing of the Resolutions to be proposed at the General Meeting; (ii) the Placing Agreement becoming unconditional in accordance with its terms; (iii) the other Subscriptions becoming unconditional in accordance with their terms; (iv) the Fundraise raising at least £135 million for the Company (before expenses) (or such other amount as the Company, VBR, NWF, Glencore, the Joint Bookrunners and the Placing Agents may agree); and (v) Admission occurring on or before 8.00 a.m. on 10 November 2026 (or such later date as NWF and the Company may agree being not later than 8.00 a.m. on 20 November 2026).
The NWF Debt Set-Off Deed
In connection with the subscription by NWF, NWF and the Company have also entered into the NWF Debt Set Off Deed dated 20 October 2026, pursuant to which the Company and NWF have conditionally agreed to set off amounts owed by the Company to NWF under the NWF Facility against amounts due from NWF to the Company in respect of the subscription by NWF of the NWF Subscription Shares pursuant to the NWF Subscription Agreement.
Participating Director and Investor Subscriptions
The Participating Directors and Investors have each signed a Participating Director and Investor Subscription Agreement, pursuant to which the Participating Directors and Investors have conditionally agreed to subscribe for, in aggregate, the Participating Director and Investor Subscription Shares at the Issue Price, raising a total of c. £1.0 million for the Company (before expenses).
The Participating Director and Investor Subscription Agreements are each conditional, amongst other things, on (i) the passing of the Resolutions to be proposed at the General Meeting; (ii) the Placing Agreement becoming unconditional in accordance with its terms; (iii) the other Subscriptions becoming unconditional in accordance with their terms; and (iv) Admission occurring on or before 8.00 a.m. on 10 November 2026 (or such later date as Participating Directors and Investors and the Company may agree being not later than 8.00 a.m. on 20 November 2026).
Issue of Galena Milestone Shares
Upon the Company's final investment decision in respect of the South Crofty project becoming effective, a further and final deferred consideration payment of US$5,000,000 will become payable pursuant to the Cornish Share Purchase Agreement relating to the Company's acquisition of the South Crofty project, the terms of which have previously been announced. The number of Galena Milestone Shares to be issued will be determined by reference to an exchange rate five business days prior to issuance (being the date of Admission). The Company is required to satisfy this obligation by the issue of the Galena Milestone Shares at the Issue Price to Galena Special Situations Limited and Tin Shield Production Inc. following completion of the Fundraising and following (and subject to) the final investment decision.
It is expected that the Galena Milestone Shares will be issued at the same time as the Fundraising Shares, that is, on Admission.
The Redeemable Shares
When the Company was first incorporated on 28 May 2025, it issued £50,000 of Redeemable Shares to certain persons connected with the Company. The Redeemable Shares do not carry any voting, dividend or distribution rights on a winding up and nor are they admitted to trading on AIM. They were issued solely to meet the legal requirements stipulated by the Act regarding the minimum issued share capital which applies to public limited companies in order for the Company to commence doing business. The Company intended to redeem the Redeemable Shares at the fundraising immediately following their issue. Accordingly, £50,000 of the proceeds received by the Company from the issue of the Fundraising Shares will be used for the purpose of redeeming the Redeemable Shares. The redemption of the Redeemable Shares by the Company will not affect the total voting rights in issue either as at the date of this document or as at Admission.
General Meeting
The Company will convene a General Meeting of the Company to be held on or around 9 November 2026, in order for Shareholders to vote on the Resolutions. A Notice of General Meeting will be sent to Shareholders shortly with full details of the Resolutions.
Importance of vote and irrevocable undertakings
Shareholders should be aware that if the Resolutions are not approved by Shareholders at the General Meeting, the Fundraising will not proceed. As such, the anticipated proceeds of the Fundraising would not become available to the Company. There is no certainty that other funding would be available on suitable terms or indeed at all. It would then be very likely that the Company would not be able to meet an important condition to the drawdown of the Nordic Bonds, which is to complete an equity fundraising of at least US$161 million by 21 November 2026 (unless such date is extended with the bondholders' consent). In this event, the Company would not be able to satisfy its debts as they would then fall due and the Company would not be able to carry on its business as it is presently carried on.
Each of VBR, NWF and the Directors, representing, in aggregate, 57.95 per cent. of the Company’s current issued share capital, has given irrevocable undertakings to exercise the voting rights attaching to the Ordinary Shares held by them in favour of the Resolutions to be proposed at the General Meeting.
The Retail Offer
The Directors value the Company's retail investor base and believe that it is appropriate to provide Retail Investors with an opportunity to participate in the Fundraising alongside institutional investors. The Company therefore intends to open this opportunity to Retail Investors through RetailBook and further announcements will be made shortly in connection with the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing and is the sole responsibility of the Company. Peel Hunt, Berenberg, SP Angel and Hannam & Partners have no responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation, or tort) in relation to the same.
Attention is drawn to the section headed 'Important Information' in this Announcement and the terms and conditions of the Placing (representing important information for Placees only) in Appendix I to this Announcement.
ENDS
For additional information please contact:
| Cornish Metals | Fawzi Hanano Emily Allhusen | investors@cornishmetals.com info@cornishmetals.com |
| Tel: +44 1209 715 777 | ||
| SP Angel Corporate Finance LLP (Nominated Adviser and Placing Agent) | Charlie Bouverat Adam Cowl Jen Clarke | Tel: +44 203 470 0470 |
| Berenberg (Joint Broker and Joint Bookrunner) | Jennifer Lee Ivan Briechle Andrew Bickerton Callum Simpson | Tel: +44 20 3753 3040 |
Peel Hunt (Joint Broker and Joint Bookrunner) | Ross Allister David McKeown Emily Bhasin Sohail Akbar Nicolas Wilks Ambika Bose | Tel: +44 20 7418 8900 |
| Hannam & Partners (Placing Agent) | Andrew Chubb | cornish@hannam.partners Tel: +44 207 907 8500 |
| BlytheRay (Financial PR) | Tim Blythe Megan Ray Said Izagaren | cornishmetals@blytheray.com Tel: +44 207 138 3204 |
IMPORTANT INFORMATION
This announcement is not for publication or distribution in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
Caution regarding forward looking statements
This news release contains certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements"). Forward-looking statements include predictions, projections, outlook, guidance, estimates and forecasts and other statements regarding future plans, the realisation, cost, timing and extent of mineral resource or mineral reserve estimates, estimation of commodity prices, currency exchange rate fluctuations, estimated future exploration expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, requirements for additional capital and the Company's ability to obtain financing when required and on terms acceptable to the Company, future or estimated mine life and other activities or achievements of Cornish Metals, including but not limited to: statements in connection with the Fundraising and the issuance of the Fundraising Shares, including the amounts expected to be invested, the timeline of certain events in respect thereof, including the satisfaction of conditions for closing of the Fundraising, including Admission, the related party transaction matters, statements regarding the General Meeting (including timing thereof) and the distribution of the Notice of General Meeting, the expected use of proceeds, and evaluating potential project development opportunities, exploration potential and development opportunities for the South Crofty Project and the timing thereof, and the strategic vision of Cornish Metals and expectations regarding the South Crofty mine. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "forecast", "expect", "potential", "project", "target", "schedule", "budget" and "intend" and statements that an event or result "may", "will", "should", "could", "would" or "might" occur or be achieved and other similar expressions and includes the negatives thereof. All statements other than statements of historical fact included in this news release, are forward-looking statements that involve various risks and uncertainties and there can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
Forward-looking statements 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: risks related to receipt of regulatory approvals, risks related to general economic and market conditions; risks related to the availability of financing; the timing and content of upcoming work programmes; actual results of proposed exploration activities; possible variations in Mineral Resources or grade; projected dates to commence mining operations; 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. The list is not exhaustive of the factors that may affect Cornish's forward-looking statements.
Cornish Metals' forward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and speak only as of the date such statements are made. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward- looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place undue reliance on forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. Cornish Metals does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable law.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into Australia, Canada, New Zealand, the Republic of South Africa, Japan, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which the same would be unlawful or to any person to whom it is unlawful to make such offer or solicitation. No public offering of the Placing Shares is being made in any such jurisdiction.
No action has been taken by the Company, Berenberg, Peel Hunt, SP Angel or Hannam & Partners or any of their respective affiliates or any of its or their respective directors, officers, partners, employees, agents or advisers (collectively “Representatives”) or any person acting on behalf of any of them that would, or is intended to, permit an offer of the Placing Shares or result in the possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. Berenberg, which is authorised and regulated in Germany by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation by the Financial Conduct Authority, is acting as joint bookrunner to the Company in connection with the Placing and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Berenberg or for advising any other person on the arrangements described in this document.
Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”), is acting as joint bookrunner to the Company in connection with the Placing and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Peel Hunt or for advising any other person on the arrangements described in this document.
SP Angel which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company, for the purposes of the AIM Rules for Companies, and as Placing Agent in connection with the Placing and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of SP Angel or for advising any other person on the arrangements described in this document. The responsibilities of SP Angel, as nominated adviser under the AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange and are not owed to the Company, its directors or any other person.
Hannam & Partners, which is authorised and regulated in the United Kingdom by the FCA, is acting as Placing Agent in connection with the Placing and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Hannam & Partners or for advising any other person on the arrangements described in this document.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or the Placing Agents, or any of their respective affiliates, or their respective Representatives or any person acting on behalf of any of them as to, or in relation to, the contents of the information contained in this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of each Joint Bookrunner or Placing Agent or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing, and any responsibility or liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. No representation or warranty, express or implied, is made by the Joint Bookrunners or the Placing Agents, or any of their respective affiliates or their respective Representatives as to the accuracy, completeness or sufficiency of the information contained in this announcement.
No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this announcement and no such document is required (in accordance with Regulation (EU) No 2017/1129 (the “EU Prospectus Regulation”) or the Public Offers and Admissions to Trading Regulations 2024 (the “POATR”)) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
This announcement has not been approved by the London Stock Exchange.
Members of the public are not eligible to take part in the Placing. This announcement is for information purposes only and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) if in a member state of the European Economic Area (the “EEA”), “qualified investors” within the meaning of Article 2(e) of the EU Prospectus Regulation (“Qualified Investors”); (b) if in the United Kingdom, “qualified investors” within the meaning of paragraph 15 of Schedule 1 of the POATR who are also (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (ii) persons who fall within Article 49(2)(a) to (d) of the Order (“UK Qualified Investors”); or (c) persons who are a sophisticated investor within the meaning of section 708(8) of the Australian Corporations Act 2001 (Cth) ("Corporations Act") or an experienced investor meeting the criteria in section 708(10) of the Corporations Act or a “professional investor” within the meaning of section 708(11) of the Corporations Act; or (d) other persons to whom it may otherwise be lawfully communicated (all such persons together being “Relevant Persons”).
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is only available to Relevant Persons and will only be engaged in with Relevant Persons.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus, product disclosure statement, offering memorandum or other form of disclosure document has been or will be lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance in relation to the Placing Shares; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such activities would be unlawful.
This announcement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Placing Shares may not be circulated or distributed, nor may the Placing Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Investors should note that there are restrictions on secondary sales under Section 276 of the SFA. Any reference to the SFA is a reference to the Securities and Futures Act 2001 of Singapore and a reference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time. The Placing Shares are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (each a “Placee”) by making an oral or written and legally binding offer to subscribe for Placing Shares will be deemed to have read and understood this announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the Terms and Conditions contained in Appendix I to this announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in appendix I to this announcement.
The person responsible for arranging the release of this announcement on behalf of the Company is Don Turvey.
This announcement does not constitute a recommendation concerning any investor's option with respect to the Fundraising. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
This announcement has not been approved by the London Stock Exchange.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the Product Governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Placing Agents will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and (c) local implementing measures (together the "EU Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the EU Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by EU Product Governance Requirements (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Placing Agents will only procure investors who meet the criteria of professional clients and eligible counterparties.
Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the Placing Agents will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX I: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED (THE "EU PROSPECTUS REGULATION")) ("EU QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") ("UK QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD INTO OR IN THE UNITED STATES, ABSENT REGISTRATION UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.
Neither Cornish Metals plc (the "Company") nor Peel Hunt LLP ("Peel Hunt"), Joh. Berenberg, Gossler & Co. KG, London Branch (“Berenberg”), S.P. Angel Corporate Finance LLP (“SP Angel”) or H&P Advisory Limited (“Hannam”) (together, the “Placing Agents”) or any of their respective affiliates or any of their respective directors, officers, partners, employees, advisers or agents (collectively, "Representatives") makes any representation or warranty, express or implied to any Placees (as defined below) regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.
Persons who are invited to and who choose to participate in the placing (the "Placing") of the Placing Shares (as defined below) by making an oral or written offer to acquire Placing Shares (including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given) ("Placees") will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be making such offer on the terms and conditions, and to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements, undertakings and agreements, contained in this Appendix.
In particular, each such Placee represents, warrants, acknowledges and agrees to each of the Company and the Placing Agents that:
it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business only;
it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;
it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement (including this Appendix) and that any Placing Shares acquired by it in the Placing will not be acquired and/or subscribed for on a non-discretionary basis on behalf of, nor will they be acquired or subscribed for with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to EU Qualified Investors, or in the United Kingdom to UK Qualified Investors or in circumstances in which the prior consent of the Placing Agents has been given to each such proposed offer or resale;
it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; and
the Company and the Placing Agents will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
Bookbuild
The Placing Agents will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. The book will open with immediate effect. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. Members of the public are not entitled to participate in the Placing.
The Placing Agents and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into an agreement (the "Placing Agreement") with the Placing Agents under which, subject to the terms and conditions set out therein, each Placing Agent has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for new ordinary shares of £0.0005 each in the capital of the Company (the "Placing Shares"), in such number, if any, to be determined following completion of the Bookbuild and as may be agreed between the Placing Agents and the Company and set out in the executed term sheet (the "Term Sheet"). For the avoidance of doubt, the Placing is not being underwritten. In the event that the Placing Agents acquire Placing Shares in the Placing, they may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, the Placing Agents do not propose to make any public disclosure in relation to such transactions.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of £0.0005 each in the capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares, and will be issued free of all claims, liens, charges, encumbrances and equities.
Application for admission
Application will be made to London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on AIM ("Admission").
It is expected that Admission will become effective at or around 8.00 a.m. on 10 November 2026 (or such later time and/or date as may be agreed between the Company and the Placing Agents) and that dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
- Peel Hunt and Berenberg (the “Joint Bookrunners”) are acting as joint bookrunners and placing agents of the Company in connection with the Placing. SP Angel and Hannam are also acting as placing agents of the Company in connection with the Placing.
- Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Placing Agents. The Placing Agents and their respective agents and affiliates are each entitled to enter bids in the Bookbuild as principal.
- The price per Placing Share payable to the Placing Agents by all Placees whose bids are successful is 60 pence (the "Placing Price"). The final number of Placing Shares will be determined by the Joint Bookrunners (after consultation with each other and with the Company and having taken into account the Company’s reasonable requests) following completion of the Bookbuild. The final number of Placing Shares to be issued will be announced on an FCA-listed regulatory information service (a "Regulatory Information Service") following the completion of the Bookbuild.
- To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at the relevant Placing Agent. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Placing Agents on the basis referred to in paragraph 11 below.
- A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the relevant Placing Agent’s consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and the relevant Placing Agent. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Placing Agent as agent of the Company, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot to them.
- The Bookbuild is expected to close no later than 7.00 p.m. (London time) on 21 October 2026, but may be closed earlier or later at the absolute discretion of the Placing Agents (following consultation with the Company). The Placing Agents may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
- Each prospective Placee's allocation will be determined by the Joint Bookrunners, after consultation with each other and with the Company and having taken into account the Company’s reasonable requests and will be confirmed orally or in writing by the relevant Placing Agent (as agent of the Company) following the close of the Bookbuild. This confirmation to such Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the relevant Placing Agent and the Company to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety.
- All obligations under the Bookbuild and Placing will be subject to fulfilment or, where applicable, waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
- By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by a Placing Agent.
- Each prospective Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by a Placing Agent. The terms of this Appendix will be deemed incorporated by reference therein.
- Subject to paragraphs 4 and 5 above, the Placing Agents may choose to accept bids, either in whole or in part, on the basis of allocations determined by the Joint Bookrunners, after consultation with each other and with the Company and having taken into account the Company’s reasonable requests and may scale down any bids for this purpose on such basis as they may determine. The Placing Agents may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon prior agreement, which shall not be unreasonably withheld or delayed with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing.
- Except as required by law or regulation, no press release or other announcement will be made by the Placing Agents or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
- Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
- To the fullest extent permissible by law, neither the Placing Agents or the Company or any of their respective affiliates or any of their respective Representatives shall have any responsibility or liability (whether in contract, tort or otherwise) to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Placing Agents or the Company or any of their respective affiliates or any of their respective Representatives shall have any responsibility or liability (whether in contract, tort or otherwise and including to the fullest extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild or of such alternative method of effecting the Placing as the Placing Agents and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Placing Agents under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:
- NWF having executed the legally binding NWF Subscription Agreement and such agreement not having been terminated, all conditions to the NWF Subscription Agreement (other than Admission and any condition therein relating to the Placing Agreement, the NWF Debt Set-Off Deed, the Participating Director and Investor Subscription Letters, the VBR Subscription Agreement, the VBR Debt Set-Off Deed, the Retail Offer and/or the Glencore Subscription Agreement) having been met or waived and each party having complied with its obligations as they fall to be performed;
- VBR having executed the legally binding VBR Subscription Agreement, and such agreement not having been terminated, all conditions to the VBR Subscription Agreement (other than Admission and any condition therein relating to the Placing Agreement, the VBR Debt Set-Off Deed, the Participating Director and Investor Subscription Letters, the NWF Subscription Agreement, the NWF Debt Set-Off Deed, the Retail Offer and/or the Glencore Subscription Agreement) having been met or waived and each party having complied with its obligations as they fall to be performed;
- Glencore having executed the legally binding Glencore Subscription Agreement and such agreement not having been terminated, all conditions to the Glencore Subscription Agreement (other than Admission and any condition therein relating to the Placing Agreement, the Participating Director and Investor Subscription Letters, the NWF Subscription Agreement, the NWF Debt Set-Off, the VBR Subscription Agreement, the Retail Offer and/or the VBR Debt Set-Off Deed) having been met or waived and each party having complied with its obligations as they fall to be performed;
- each of the warranties being true and accurate and not misleading on and as of (i) the date of the Placing Agreement, (ii) the date the General Meeting takes place and (iii) the date of Admission, as if given and made by reference to the facts and circumstances subsisting at such times;
- in the opinion of the Placing Agents acting in good faith, there not having been prior to Admission any Material Adverse Effect since the date of the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement);
- the aggregate subscription monies in respect of the Participating Director and Investor Shares having been received by the Company prior to Admission;
- the Retail Offer becoming unconditional and not having terminated;
- the Company allotting the New Shares subject only to Admission;
- the Resolutions having been passed at the General Meeting without material amendment;
- none of the Placing Agents having terminated the Placing Agreement in accordance with its terms and conditions prior to Admission; and
- Admission having occurred no later than 8.00 a.m. on 10 November 2026.
The Placing Agents may at their discretion waive compliance by the Company with certain of the conditions and/or agree an extension in time for its satisfaction. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
If (a) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by the Placing Agents) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as the Placing Agents may agree); or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Neither the Placing Agents nor any of their respective affiliates nor any of their respective Representatives shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is in the absolute discretion of the Placing Agents.
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.
Restriction on further issue of securities
The Company has undertaken that it will not, and will procure that none of its subsidiaries will, at any time between the date of the Placing Agreement and the date which is 6 months after the date of Admission without the prior written consent of each Placing Agent (such consent to not be unreasonably withheld or delayed) enter into certain transactions involving or relating to the issuance of Ordinary Shares, subject to certain customary and non-customary carve-outs agreed between the Placing Agents and the Company including, inter alia:
- the issuance of Ordinary Shares to Galena Special Situations Limited and Tin Shield Production Inc. pursuant to the terms of the Cornish Share Purchase Agreement;
- pursuant to the entry into a joint venture or similar agreement for the exploration of mineral rights in Cornwall over which the Company has or will have an interest, equity or otherwise not exceeding the greater of, in aggregate, either (i) £5,000,000 or (ii) 10% of the issued Ordinary Shares at the time of entry into such joint venture;
- potential strategic opportunities, including the acquisition of mineral interests, exploration projects and complementary assets both within and outside the United Kingdom, subject to such transactions not resulting in shares being issued by the Company with a market value in excess of £7,000,000 without the Banks’ consent;
- pursuant to procurement activities directly related to the advancement of the South Crofty Project towards construction, including, inter alia:
- acquisition of freehold and/or leasehold property interests;
- acquisition of plant and equipment and other tangible fixed assets
- acquisition of mineral licences and other intangible fixed assets; and
- settlement of contractor or sub-contractor costs.
By participating in the Placing, Placees agree that the exercise by the Placing Agents of any power to grant consent to waive the above undertaking by the Company in respect of a transaction which would otherwise be subject to such undertaking in the Placing Agreement shall be within the absolute discretion of the Placing Agents, and that neither the Placing Agents nor the Company need to make any reference to, consult with, or seek consent from, Placees and that the Placing Agents shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent or failure so to exercise.
Right to terminate under the Placing Agreement
At any time before Admission, any Placing Agent (a “Terminating Placing Agent”) is entitled to, in its sole and absolute discretion, terminate the Placing Agreement in the following circumstances, amongst others:
- where, in the opinion of the Terminating Placing Agent (acting in good faith), the Company has breached or cannot in any respect comply with any of its material obligations under the Placing Documents;
- where, in the opinion of the Terminating Placing Agent (acting in good faith), there has been or reasonably could be, a breach of any of the warranties contained in the Placing Agreement;
- NWF fails to comply with any of its obligations or undertakings under the NWF Subscription Agreement, save for any such non-compliance which in the opinion of Peel Hunt or Berenberg, acting in good faith, is not material in the context of the Placing or Admission;
- VBR fails to comply with any of its obligations or undertakings under the VBR Subscription Agreement, save for any such non-compliance which in the opinion of Peel Hunt or Berenberg, acting in good faith, is not material in the context of the Placing or Admission;
- Glencore fails to comply with any of its obligations or undertakings under the Glencore Subscription Agreement, save for any such non-compliance which in the opinion of Peel Hunt or Berenberg, acting in good faith, is not material in the context of the Placing or Admission;
- the Company fails to raise a minimum of £135 million (or such other amount as the Company, VBR, NWF, Glencore and the Placing Agents may agree) before expenses pursuant to the Fundraising;
- where, in the opinion of the Terminating Placing Agent (acting in good faith), any statement contained in any Placing Document is or has become untrue, incorrect or misleading, or any matter has arisen, which would, if the Placing were made and/or Admission became effective at that time, constitute a material omission from any of the Placing Documents; and
- where, in the opinion of the Terminating Placing Agent (acting in good faith), a Material Adverse Effect has occurred or any development or event (or any development or event involving a prospective change) which will or is reasonably likely to have a Material Adverse Effect occur.
Upon notice being given to the Company, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
Any termination by any Placing Agent of their respective rights under the Placing Agreement shall be without prejudice to the obligations (if any) and rights of the other Placing Agents and, if such a Placing Agent so elects, the Placing Agreement shall continue in full force and effect. In the event of a Placing Agent terminating its rights under the Placing Agreement, no consents or approvals in respect of the Placing shall be required of that Placing Agent.
By participating in the Placing, Placees agree that the exercise or non-exercise by a Placing Agent of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Placing Agent, and that neither the Placing Agents nor the Company need to make any reference to, consult with, or seek consent from, Placees and that neither the Placing Agents nor the Company shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be prepared or submitted to be approved by the FCA or submitted to the London Stock Exchange or in any other jurisdiction in relation to the Placing. All offers of the Placing Shares will be made under an exception to the prohibition on offers to the public under the POATRs, and also pursuant to an exemption under the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (the "PRM Sourcebook") or the EU Prospectus Regulation from the requirement to produce a prospectus (as applicable). Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing and the Placing Shares based on information contained in this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company simultaneously with or prior to the date of this Announcement, and subject to the further terms set forth in the trade confirmation to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and all other publicly available information previously and simultaneously published by or on behalf of the Company by notification to a Regulatory Information Service is exclusively the responsibility of the Company and has not been independently verified by the Placing Agents. Each Placee, by accepting a participation in the Placing, further confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, the Placing Agents or any other person and neither the Placing Agents or the Company or any of their respective affiliates or any of their respective Representatives will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraud or fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BSLNG492) following Admission will take place within the CREST system, subject to certain exceptions. In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Placing Agents may agree that the Placing Shares should be issued in certificated form. The Placing Agents and the Company reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form or by such other means as they deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions. It is expected that such trade confirmation will be despatched on or around 10 November 2026 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the relevant Placing Agent.
The Company will deliver the Placing Shares to a CREST account operated by Peel Hunt, SP Angel and Hannam (as relevant) as agents for the Company and Peel Hunt (on behalf of itself and Berenberg), SP Angel and Hannam will each enter its delivery (DEL) instruction into the CREST system. Peel Hunt (on behalf of itself and Berenberg), SP Angel and Hannam will hold any Placing Shares delivered to these accounts as nominee for the Placees until settlement. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 10 November 2026 on a T+1 basis and on a delivery versus payment basis in accordance with the instructions given to the Placing Agents.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above SONIA as determined by the Placing Agents.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Placing Agents may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the account and benefit of the Placing Agents, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest or penalties thereon) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Placing Agents all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which the Placing Agents lawfully takes on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Placing Agents nor the Company shall be responsible for the payment thereof.
Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Placing Agents and the Company, in each case as a fundamental term of its application for Placing Shares, that:
- it has read and understood this Announcement (including this Appendix) in its entirety and that its participation in the Bookbuild and the Placing and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and it undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;
- no offering document or prospectus has been or will be prepared in connection with the Placing or is required under the PRM Sourcebook, the Financial Services and Markets Act 2000, as amended ("FSMA") or any other applicable law and it has not received and will not receive a prospectus or other offering document in connection with Admission, the Bookbuild, the Placing, the Company or the Placing Shares;
- the Placing does not constitute a recommendation or financial product advice and the Placing Agents have not had regard to its particular objectives, financial situation and needs;
- if it has received any "inside information" concerning the Company or its shares or other securities or related financial instruments in advance of the Placing, that it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK version of Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("UK MAR") and any delegating acts, implementing acts, technical standards and guidelines thereunder, prior to the information being made publicly available;
- it has the power and authority to carry on the activities in which it is engaged, to subscribe and/or acquire Placing Shares and to execute and deliver all documents necessary for such subscription and/or acquisition;
- neither the Placing Agents or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than this Announcement, nor has it requested the Placing Agents, the Company or any of their respective affiliates or any of their respective Representatives or any person acting on behalf of any of them to provide it with any such material or information;
- it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company simultaneously with or prior to the date of this Announcement (the "Publicly Available Information"); and (ii) the Company's Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with UK MAR, the rules and practices of the London Stock Exchange and relevant regulatory authorities (the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
- none of the Company or the Placing Agents or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf has made any warranties or representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, fairness, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold the Placing Agents or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
- the content of this Announcement is exclusively the responsibility of the Company and that neither the Placing Agents nor any of their respective affiliates nor any of their respective Representatives nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Publicly Available Information or Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Publicly Available Information including (without limitation) the Exchange Information, such information being all that it deems necessary and/or appropriate to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, investigation made or representations, warranties or statements made by the Placing Agents or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf and neither the Placing Agents nor the Company nor any of their respective affiliates nor any of their respective Representatives nor any person acting on its or their behalf will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
- it has not relied on any information relating to the Company contained in any research reports prepared by the Placing Agents or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf and understands that (i) neither the Placing Agents or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither the Placing Agents or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and (iii) neither the Placing Agents or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
- in making any decision to acquire Placing Shares, (i) it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Company and its affiliates operate, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of the Placing Agents; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, the Placing Agents, any of their respective affiliates, any of their respective Representatives or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
- it satisfies any and all standards for investors in the Placing Shares imposed by the jurisdiction of its residence or otherwise;
- unless otherwise specifically agreed with the Placing Agents, it and each account it represents is not and, at the time the Placing Shares are acquired, will not be, located in Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;
- it and each account it represents is acquiring the Placing Shares for investment purposes, and is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly of any such Placing Shares in or into Australia, Canada, Japan, the Republic of South Africa, or any other jurisdiction in which the same would be unlawful; and (ii) it understands, and each account it represents has been advised, that the Placing Shares have not been and will not be registered or qualified for distribution by way of a prospectus under the securities legislation of Australia, Canada, Japan, the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
- it is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company, and is not acting on behalf of an affiliate of the Company;
- it will not distribute, forward, transfer or otherwise transmit this Announcement or any other materials concerning the Placing (including any electronic copies thereof), directly or indirectly, whether in whole or in part, in or into, Australia, Canada, Japan or the Republic of South Africa;
- if it is a pension fund or investment company, its acquisition or subscription of Placing Shares is in full compliance with applicable laws and regulations;
- neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services), it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
- it has complied and will continue to comply with its obligations under the Criminal Justice Act 1993, UK MAR and any delegating acts, implementing acts, technical standards and guidelines thereunder, and in connection with money laundering and terrorist financing, under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, a Placing Agent has not received such satisfactory evidence, the relevant Placing Agent may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the relevant Placing Agent will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
- if it is a financial intermediary, any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA other than EU Qualified Investors or persons in the United Kingdom other than UK Qualified Investors, or in circumstances in which the prior consent of the Placing Agents has been given to each such proposed offer or resale;
- it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer of relevant securities to the public in the United Kingdom within the meaning of regulation 7 of POATR;
- it understands that any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;
- if it is in a member state of the EEA, it is an EU Qualified Investor and, to the extent applicable, any funds on behalf of which it is acquiring the Placing Shares that are located in a member state of the EEA are each themselves such an EU Qualified Investor;
- if it is in the United Kingdom, it and any person acting on its behalf is a UK Qualified Investor and it is a "professional client" or an "eligible counterparty" within the meaning of chapter 3 of the FCA's Conduct of Business Sourcebook;
- if it is in Australia:
- it is a sophisticated investor within the meaning of section 708(8) of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") or an experienced investor meeting the criteria in section 708(10) of the Corporations Act or a “professional investor” within the meaning of section 708(11) of the Corporations Act;
- it acknowledges that no prospectus, product disclosure statement, offering memorandum or other form of disclosure document has been prepared for lodgement or will be lodged with the Australian Securities and Investments Commission in connection with the Placing or the Placing Shares;
- there may be, for a period of 12 months after the date of issue of the Placing Shares, restrictions on its ability to offer, sell or transfer any Placing Shares to any person in Australia except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act; and
- it is not acquiring the Placing Shares for the purposes of selling or transferring them, or granting, issuing or transferring interests in, or options or warrants over, them, within Australia within the period of 12 months after the date of allotment except in circumstances where disclosure to investors under Part 6D.2 of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act;
- if it is in Singapore, (a) it is either (i) an institutional investor (as defined under Section 4A of the Securities and Futures Act 2001 of Singapore (the “SFA”)), (ii) a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or (iii) a person pursuant to which an offer under Section 275(1A) of the SFA may be made, and (b) it agrees to be bound by the limitations and restrictions described therein;
- it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
- it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA or the United Kingdom except in circumstances falling within Article 1(4) of the EU Prospectus Regulation or Part 1 of Schedule 1 of the POATR which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation or contravene regulation 12 of POATR;
- it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require the approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by any Placing Agent in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
- it has complied and will comply with all applicable laws (including all relevant provisions of FSMA in the United Kingdom) with respect to anything done by it in relation to the Placing Shares;
- no action has been or will be taken by either the Company or the Placing Agents or any person acting on behalf of the Company or the Placing Agents that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
- it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, undertakings, representations and agreements and give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Placing Agents for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
- it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Placing Agents, the Company or any of their respective affiliates or any of their respective Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing; and (iv) the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
- it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;
- it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as a Placing Agent may in its absolute discretion determine and without liability to such Placee, and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
- its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that the relevant Placing Agent or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
- neither the Placing Agents nor any of their respective affiliates nor any of their respective Representatives nor any person acting on behalf of any of them, are making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and participation in the Placing is on the basis that it is not and will not be a client of the Placing Agents and the Placing Agents have no duties or responsibilities to it for providing the protections afforded to its clients or customers or for giving advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
- the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither the Placing Agents nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify on an after-tax basis and hold harmless the Company, the Placing Agents and their respective affiliates and each of their respective Representatives in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of the relevant Placing Agent who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
- it will indemnify, on an after-tax basis, and hold harmless the Company, the Placing Agents and their respective affiliates and their respective Representatives from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising, directly or indirectly, out of or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
- it acknowledges that it irrevocably appoints any director or authorised signatories of the Placing Agents as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
- in connection with the Placing, the Placing Agents and any of their respective affiliates acting as an investor for their own account may acquire Placing Shares and in that capacity may acquire, retain, purchase or sell for their own account such Ordinary Shares in the Company and any other securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Placing Agents or their respective affiliates in such capacity. In addition, the Placing Agents may enter into financing arrangements and swaps with investors in connection with which the Placing Agents may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither the Placing Agents nor their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
- the Placing Agents and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. The Placing Agents and their respective affiliates may provide such services to the Company and/or its affiliates in the future;
- a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Placing Agents. Each Placing Agent reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, inter alia, to take account of the Company's objectives, MiFID II or other regulatory requirements and/or its allocation policies;
- its commitment to acquire Placing Shares on the terms set out in this Announcement (including this Appendix) and in the trade confirmation will continue notwithstanding any amendment that may in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Placing Agents’ conduct of the Placing;
- neither the Company nor the Placing Agents owe any fiduciary or other duties to any Placee in respect of any acknowledgements, confirmations, representations, warranties, undertakings or indemnities in the Placing Agreement;
- it may not rely on any investigation that the Placing Agents or any person acting on their behalf may or may not have conducted with respect to the Company and its affiliates, the Placing Shares or the Placing and the Placing Agents have not made any representation or warranty to it, express or implied, with respect to the suitability or merits of any transactions it may enter into in connection with the Placing, or as to the condition, financial or otherwise, of the Company and its affiliates, or as to any other matter relating thereto, and no information has been prepared by, or is the responsibility of, the Placing Agents for the purposes of the Placing;
- where it is acquiring the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
- time is of the essence as regard its obligations in respect of its participation in the Placing under these terms and conditions;
- these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including any non-contractual obligations arising out of or in connection with such agreements) shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such agreements and such non-contractual obligations, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or the Placing Agents in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
- the Company, the Placing Agents and their respective affiliates and their respective Representatives and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, indemnities, undertakings and agreements set forth herein and which are given to the Placing Agents on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and the Placing Agents to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein. It agrees that if any of the acknowledgements, representations, warranties, undertakings and agreements made in connection with its subscribing and/or acquiring of Placing Shares is no longer true or accurate, it shall promptly notify the Company and the Placing Agents.
The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company and the Placing Agents (for their own benefit and, where relevant, the benefit of their respective affiliates and their respective Representatives and any person acting on behalf of any of them) and are irrevocable.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty and representation from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Placing Agents will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, the Placing Agents and their respective affiliates and their respective Representatives for any stamp duty or stamp duty reserve tax or other similar tax paid or otherwise payable by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Placing Agents accordingly.
Neither the Company nor the Placing Agents are liable to bear any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, the Placing Agents and their respective affiliates and their respective Representatives from any and all interest, fines or penalties in relation to any such duties or taxes.
Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify the Placing Agents accordingly.
Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that the Placing Agents and/or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the Placing Agents are receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement. When a Placee or person acting on behalf of the Placee is dealing with the Placing Agents any money held in an account with the Placing Agents on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from a Placing Agent’s money in accordance with the client money rules and will be used by a Placing Agent in the course of its own business; and the Placee will rank only as a general creditor of such Placing Agent.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.
The rights and remedies of the Placing Agents and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
All times and dates in this Announcement may be subject to amendment by the Placing Agents (in their absolute discretion). The Placing Agents shall notify the Placees and any persons acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any payment made to the Company, the Placing Agents or their respective affiliates or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.
APPENDIX II
The following definitions apply to this Announcement as the context shall admit:
| "Admission" | the admission of the Fundraising Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules |
| "AIM Rules" | the AIM Rules for Companies published by London Stock Exchange plc from time to time |
| "Berenberg" | Joh. Berenberg, Gossler & Co. KG, London Branch |
| "Board" or "Directors" | the directors of the Company |
| "Circular" | the circular to be posted to Shareholders on or around 23 October 2026 |
| "Company" or "Cornish Metals" | Cornish Metals plc (incorporated and registered in England and Wales with registered number 16479896) whose registered office is at Falcon House, Charles Street, Truro, United Kingdom, TR1 2PH |
| “Cornish Share Purchase Agreement” | means the acquisition agreement dated 16 March 2016 between, Cornish Metals Inc., CMUKL, Tin Shield Production Inc. and Galena Special Situations Master Fund Limited as amended and supplemented by side letters dated 2 March 2018, 16 March 2018 and 30 June 2021 (as novated to the Company) |
| "CMHL" | Cornish Metals Holdings Limited, a company incorporated and registered in England and Wales with registration number 10026453 and a wholly owned direct subsidiary of the Company |
| "CREST" | the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncertificated form |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force |
| "Euroclear" | Euroclear UK & International Limited, a company incorporated in England & Wales with registration number 02878738, being the operator of CREST |
| "Fundraising" or “Fundraise” | together, the Placing, the Subscriptions and the Retail Offer |
| "Fundraising Shares" | together, the Placing Shares, Subscription Shares and Retail Offer Shares |
| "Galena Milestone Shares" | the new Ordinary Shares to be issued to Tin Shield Production Inc. and Galena Special Situations Master Fund Limited on Admission, being issued to satisfy deferred consideration of US$5,000,000 which will become due and payable to them pursuant to the Cornish Share Purchase Agreement |
| "General Meeting" or "Meeting" | the general meeting of the Company to be held at Fieldfisher LLP's offices, 9th Floor, Riverbank House, 2 Swan Lane, London EC4R 3TT, United Kingdom notice of which is set out at the end of the Circular |
| "Glencore" | Glencore International AG, a company incorporated under the laws of Switzerland with registered number CHE-106.909.694 and registered office at Baarermattstrasse 3, P.O. Box 1363, 6341 Baar, Switzerland |
| "Glencore Offtake Agreement" | the offtake agreement dated 20 October 2026 and made between SCL and Glencore |
| “Glencore Subscription Agreement” | means the subscription agreement dated 20 October 2026, pursuant to which Glencore has conditionally agreed to subscribe for the Glencore Subscription Shares |
| "Glencore Subscription Shares" | the 18,718,319 new Ordinary Shares conditionally subscribed for by Glencore pursuant to the Glencore Subscription Agreement |
| "Group" | the Company and its subsidiary undertakings |
| "Hannam & Partners" | H&P Advisory Limited |
| "Issue Price" | 60 pence per Fundraising Share |
| "Joint Bookrunners" | together, Peel Hunt and Berenberg |
| "Nordic Bonds" | means the bond terms dated 18 May 2026 and entered into between Nordic Trustee AS as bond trustee (on behalf of itself and the bondholders (as defined therein)) and the Company as issuer, pursuant to which the Company has issued a series of senior secured bonds in an amount of USD 210,000,000 with ISIN NO0013750810, admitted to trading on Nordic ABM |
| "Notice of Meeting" | the notice which is set out at the end of the Circular, which convenes the General Meeting |
| "NWF" | National Wealth Fund Limited, a company registered in England and Wales with company number 06816271 whose registered office is at 2 Whitehall Quay, Leeds, England, LS1 4HR |
| "NWF Debt Set-Off Deed" | means the agreement pursuant to which amounts owing by the Company to NWF under the NWF Facility shall be set off against the obligation of NWF to pay certain of the subscription proceeds for the NWF Subscription Shares pursuant to the NWF Subscription Agreement |
| "NWF Facility" | the £35,000,000 committed term loan facility agreement made between NWF, CMHL, SCL and the Company dated 14 May 2026 |
| "NWF Subscription" | the subscription for the NWF Subscription Shares by NWF on the terms of the NWF Subscription Agreement |
| "NWF Subscription Agreement" | the subscription agreement dated 20 October 2026, pursuant to which NWF has conditionally agreed to subscribe for the NWF Subscription Shares |
| "NWF Subscription Shares" | the new Ordinary Shares conditionally subscribed for by NWF pursuant to the NWF Subscription Agreement |
| "Ordinary Shares" | the ordinary shares of 0.05 pence each in the capital of the Company |
| "Participating Directors and Investors" | each of Tony Trahar, Patrick Anderson, Stephen Gatley, Don Turvey, Samantha Hoe-Richardson, Andy Quinn, Hennie Faul, Danny Callow and certain participating investors; |
| "Participating Director and Investor Subscription" | the subscription for the Participating Director and Investor Subscription Shares by the Participating Directors and Investors on the terms of the Participating Director and Investor Subscription Agreements |
| "Participating Director and Investor Subscription Agreements" | the agreements dated 20 October 2026, pursuant to which the Participating Directors and Investors have conditionally agreed to subscribe for, in aggregate, the Participating Director and Investor Subscription Shares |
| "Participating Director and Investor Subscription Shares" | the, in aggregate, 1,716,665 new Ordinary Shares conditionally subscribed for by the Participating Directors and Investors pursuant to the Participating Director and Investor Subscription Agreements |
| "Peel Hunt" | Peel Hunt LLP |
| "Placing" | the conditional placing of the Placing Shares at the Issue Price pursuant to the Placing Agreement |
| "Placing Agreement" | the conditional agreement dated 20 October 2026 between the Company, Peel Hunt, Berenberg, SP Angel and Hannam & Partners relating to the Placing |
| "Placing Shares" | the new Ordinary Shares proposed to be issued in connection with the Placing |
| "Redeemable Shares" | the 50,000 redeemable shares of £1 each which are in issue as at the date of this document |
| "Resolutions" | the resolutions set out in the Notice of Meeting, which are required for the purposes of the Fundraising |
| "RetailBook" | the RetailBook platform, a proprietary platform owned and operated by Retail Book Limited |
| "Retail Investors" | existing Shareholders and new retail investors who are resident in the United Kingdom and are a customer of an intermediary who agrees to conditionally subscribe for Retail Offer Shares in the Retail Offer; |
| "Retail Offer" | the conditional offer of Retail Offer Shares at the Issue Price to Retail Investors through intermediaries via RetailBook; |
| "Retail Offer Shares" | the new Ordinary Shares which may be issued pursuant to the Retail Offer; |
| "SCL" | South Crofty Limited, a company incorporated and registered in England and Wales with registration number 6242518 and a wholly owned indirect subsidiary of the Company |
| "Shareholders" | holders of Ordinary Shares |
| "SP Angel" | S.P. Angel Corporate Finance LLP |
| "Subscriptions" | together, the Glencore Subscription, NWF Subscription, VBR Subscription and the Participating Director and Investor Subscription |
| "Subscription Shares" | together, the Glencore Subscription Shares, NWF Subscription Shares, VBR Subscription Shares and Participating Director and Investor Subscription Shares |
| "VBR Debt Set-Off Deed" | the agreement pursuant to which amounts owing by the Company to VBR under the VBR Facility shall be set off against the obligation of VBR to pay certain of the subscription proceeds for the VBR Subscription Shares pursuant to the VBR Subscription Agreement |
| "VBR Facility" | the US$22,750,000 committed term loan facility agreement made between VBR, CMHL, SCL and the Company dated 14 May 2026 |
| "VBR Subscription" | means the subscription for the VBR Subscription Shares by VBR on the terms of the VBR Subscription Agreement |
| "VBR Subscription Agreement" | the subscription agreement dated 20 October 2026, pursuant to which Vision Blue has conditionally agreed to subscribe for the VBR Subscription Shares |
| "VBR Subscription Shares" | the new Ordinary Shares conditionally subscribed for by Vision Blue pursuant to the VBR Subscription Agreement |
| "Vision Blue" or "VBR" | Vision Blue Resources Limited |
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