Result of Fundraising
Summary by AI BETAClose X
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. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
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 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.
Result of Fundraising
Restoration of Trading
22 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, further to the announcement made at 7:00 a.m. BST on 20 October 2026 (the “Launch Announcement”), it has successfully concluded the Placing, the Subscriptions and the Retail Offer to raise gross proceeds of £135 million (before expenses) through the conditional placing of 33,977,873 Placing Shares, the conditional subscription of 181,002,661 Subscription Shares and the conditional issue of 10,019,466 Retail Offer Shares, each at the Issue Price, pursuant to the Placing, the Subscriptions, and the Retail Offer respectively.
Peel Hunt and Berenberg acted as Joint Bookrunners and SP Angel and Hannam & Partners as Placing Agents. Endeavour Financial acted as financial advisor in relation to the Glencore Subscription and Offtake Agreement.
Capitalised terms in this announcement have the same meaning as in the Launch Announcement unless otherwise indicated.
Highlights of the Fundraising:
- A total of £135 million (before expenses) conditionally raised at the Issue Price through the issue of 225,000,000 new Ordinary Shares, comprising:
- The conditional Placing of 33,977,873 Placing Shares, raising £20.4 million (before expenses).
- The conditional Subscription of 181,002,661 Subscription Shares, raising £108.6 million (before expenses), including the NWF Subscription of 69,541,666 NWF Subscription Shares raising £41.7 million, the VBR Subscription of 65,441,010 VBR Subscription Shares raising £39.3 million, the Glencore Subscription of 18,718,319 Glencore Subscription Shares raising c. £11.2 million, the Leonidsport Subscription of 22,250,000 Leonidsport Subscription Shares raising £13.4 million and certain directors of the Company and certain other investors raising, in aggregate, £3.0 million.
- The conditional Retail Offer of 10,019,466 Retail Offer Shares raising £6.0 million (before expenses).
Don Turvey, CEO of Cornish Metals, said: “We are delighted to have completed this fundraise, which completes the financing package for the construction of South Crofty through to first tin in mid-2028. I would like to thank our existing shareholders, Vision Blue and the National Wealth Fund, for their continued support, and to welcome our new investors, including our offtake partner Glencore and Leonidsport. We were also very pleased to see such strong support from the retail community, and we look forward to keeping all our stakeholders closely involved as the project progresses.
South Crofty is a world-class project, with the highest-grade tin of any asset not currently in production, and our focus now is on bringing that tin to market. We have a clear path to production, and the task ahead is to deliver our key milestones safely, on time and on budget. In doing so, we will re-establish tin production in the UK and create long-term, skilled jobs and economic benefit in Cornwall.”
Director and Substantial Shareholder Participation
Certain Directors of the Company have participated in the Fundraise and have conditionally subscribed or participated in the conditional Retail Offer for the following Ordinary Shares:
| Director | Number of Ordinary Shares conditionally subscribed for | Expected shareholding in the Company following Admission | Expected interest in the Company following Admission* |
| Don Turvey | 33,333 | 83,318 | 0.02% |
| Stephen Gatley | 60,000 | 90,000 | 0.03% |
| Samantha Hoe-Richardson | 83,333 | 120,833 | 0.03% |
| Andrew Quinn | 125,000 | 125,000 | 0.04% |
| Patrick Anderson | 16,666 | 159,193 | 0.04% |
| Anthony Trahar | 200,000 | 400,000 | 0.11% |
| Danny Callow | 33,333 | 33,333 | 0.01% |
| Hennie Faul | 83,333 | 83,333 | 0.02% |
| John McGloin | 83,333 | 151,388 | 0.04% |
Substantial shareholders NWF and Vision Blue have subscribed for the NWF Subscription Shares and the VBR Subscription Shares respectively:
| Substantial shareholder | Pre-Fundraise shareholding | Number of Subscription Shares conditionally subscribed for | Expected shareholding in the Company following Admission* | Expected interest in the Company following Admission* |
| VBR | 36,493,204 | 65,441,010 | 101,934,214 | 28.58% |
| NWF | 35,691,128 | 69,541,666 | 105,232,794 | 29.50% |
* Note that as stated in the launch Announcement, the Company shall be issuing, on the Company's final investment decision in respect of the South Crofty project, US$5,000,000 worth of Galena Milestone Shares. Whilst these shares will be issued at the Issue Price, the US dollar amount will only be converted into sterling by reference to a currency exchange rate 5 business days prior to Admission. Accordingly, the precise number of Galena Milestone Shares and therefore the enlarged share capital of the Company is not known as at the date of this announcement.
Related Party Transactions
NWF and Vision Blue are each a Substantial Shareholder (as defined by the AIM Rules) of the Company, holding 28.45% and 29.08%, respectively, of the Company’s Existing Ordinary Shares.
The variation of the NWF Facility (which previously comprised a related party transaction for the purposes of AIM Rule 13) pursuant to the term of the NWF Subscription and the NWF Debt Set-Off Deed (which effectively capitalises the principal and accrued interest of the NWF Facility) is deemed to constitute a related party transaction for the purpose of AIM Rule 13, as it is varying the terms of a related party transaction agreement. The Company's independent directors for such variation, being all Directors other than James Whiteside (being NWF's appointed Director), having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, consider that the variation of the terms of the NWF Facility pursuant to the NWF Subscription and the NWF Debt Set-Off Deed are fair and reasonable insofar as Shareholders are concerned.
The variation of the VBR Facility (which previously comprised a related party transaction for the purposes of AIM Rule 13) pursuant to the term of the VBR Subscription and the VBR Debt Set-Off Deed (which effectively capitalises the principal and accrued interest of the VBR Facility) is also deemed to constitute a related party transaction for the purpose of AIM Rule 13, as it is varying the terms of a related party transaction agreement. The Company's independent directors for such variation, being all Directors other than Anthony Trahar (being VBR's appointed Director), having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, consider that the variation of the terms of the VBR Facility pursuant to the VBR Subscription and the VBR Debt Set-Off Deed are fair and reasonable insofar as Shareholders are concerned.
Capital Access Window and Restoration of Trading
As detailed in the Company's announcement of 14 October 2026, the Company entered a Capital Access Window at 7:30 a.m. BST on 14 October 2026, in order to reach a broader range of investors during the Fundraise.
Following the results of the Fundraise, the Capital Access Window has now closed and normal trading in the Company's existing Ordinary Shares is expected to resume at 7:30 a.m. BST on 22 October 2026.
General Meeting
Completion of the Fundraise is subject to the approval of Shareholders at a General Meeting of the Company. The General Meeting will be held at 10.00 a.m. on 9 November 2026 at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT. A Circular, which shall also contain the Notice of General Meeting to seek the necessary Shareholder approvals, is expected to be posted to Shareholders on 23 October 2026 and the Company will also publish the Circular on its website pursuant to AIM Rule 26. A further announcement will be made by the Company confirming despatch of the Circular to Shareholders in due course.
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 an irrevocable undertaking 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.
Admission of the Fundraising Shares
Application will be made to the London Stock Exchange for admission of the Fundraising Shares to trading on AIM. It is expected that Admission will take place at 8.00 a.m. GMT on or around 10 November 2026 and that dealings in the Fundraising Shares on AIM will commence at the same time.
The Fundraising Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
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 (Nominated Adviser and Placing Agent) | Charlie Bouverat Adam Cowl Grant Barker | Tel: +44 203 470 0470 |
| Berenberg (Joint Broker and Joint Bookrunner) | Jennifer Lee Ivan Briechle | Tel: +44 20 3753 3040 |
Peel Hunt (Joint Broker and Joint Bookrunner) | Ross Allister David McKeown Emily Bhasin | Tel: +44 20 7418 8900 |
| Hannam & Partners (Placing Agent) | Andrew Chubb | cornish@hannam.partners Tel: +44 207 907 8500 |
| RetailBook Limited (Retail Offer provider) | Fahim Chowdhury Nick Smith James Deal | capitalmarkets@retailbook.com |
| BlytheRay (Financial PR) | Tim Blythe Megan Ray Said Izagaren | cornishmetals@blytheray.com Tel: +44 207 138 3204 |
IMPORTANT NOTICE
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.
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, Hong Kong, Singapore, 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.
The distribution of this announcement and other information in connection with the Fundraising and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. 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.
No action has been taken by the Company, Peel Hunt, Berenberg, 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 such jurisdiction. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.
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, 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 Financial Conduct Authority, 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 Financial Conduct Authority, is acting as placing agent 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 Hannam & Partners or for advising any other person on the arrangements described in this document
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.
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 Nominated Adviser, Hannam & Partners or Joint Bookrunners or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the results, financial condition, performance, developments or achievements of the Company and its subsidiaries. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "may", "will", "would", "could", "considered", "likely", "estimate", "outlook" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts are inherently predictive, speculative and involve risks and uncertainties and assumptions that could cause actual results, financial condition, performance, developments or achievements to differ materially from those expressed or implied by these forward-looking statements and forecasts. Many of these risks, uncertainties and assumptions relate to factors that are beyond the Company's ability to control, predict or estimate precisely. No representation or warranty is made, and no responsibility or liability is accepted, as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. Each of the Company, the Joint Bookrunners, SP Angel and Hannam & Partners, their respective Affiliates, its and their respective Representatives and any person acting on behalf of any of them expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation or the London Stock Exchange.
No statement in this Announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
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.
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