RECEIPT OF FINAL ORDER FOR PLAN OF ARRANGEMENT
Summary by AI BETAClose X
CORNISH METALS OBTAINS FINAL ORDER FOR PLAN OF ARRANGEMENT
Vancouver, December 12, 2025
Cornish Metals Inc. (AIM/TSXV: CUSN) ("Cornish Metals", "Cornish Canada" 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 the Company has obtained a final order from the Ontario Superior Court of Justice approving the previously announced re-domicile of the Company to the United Kingdom by way of a statutory plan of arrangement (the "Arrangement").
As previously disclosed by the Company, the Arrangement will result in the transfer all of the issued and outstanding common shares of the Company (each a "Cornish Canada Share") to Cornish Metals plc ("Cornish UK") in exchange for the issue to the Company's shareholders of new shares in Cornish UK (each a "Cornish UK Share"), on the basis of one (1) Cornish UK Share for ten (10) Cornish Canada Shares, rounded down to the nearest whole number of Cornish UK Shares. In the event that any holder of Cornish Canada Shares holds fewer than ten (10) Cornish Canada Shares, or the number of Cornish Canada Shares held when divided by ten (10) is not a whole number, such allocation will be rounded down to the nearest whole number (or zero, if fewer than ten (10) Cornish Canada Shares are held immediately prior to the of effective date of the Arrangement).
The Arrangement remains subject to the satisfaction of customary closing conditions and is expected to close on or about December 16, 2025. Following completion of the Arrangement, the Cornish Canada Shares are expected to be delisted from the TSX Venture Exchange. An application is also expected to be made for the Company to cease to be a reporting issuer in the applicable jurisdictions upon closing of the Transaction.
Further specific details regarding the Arrangement and the procedure for exchange of Cornish Canada Shares for Cornish UK Shares can be found in the Company's management information circulated dated October 22, 2025, related to the Meeting (the "Circular"). The Circular and accompanying letter of transmittal ("Letter of Transmittal") are available under the Company's SEDAR+ profile at www.sedarplus.ca and on the Company's website at https://cornishmetals.com/investors/shareholder-meetings/.
Registered Cornish Canada Shareholders (other than depositary interest holders) who have not already done so must complete and sign the Letter of Transmittal and return it, together with the certificate(s)/DRS advices(s) representing their Cornish Canada Shares and any other required documents and instruments, in accordance with the procedures set out in the Letter of Transmittal and instructions provided in the Circular.
ABOUT CORNISH METALS
Cornish Metals is a mineral exploration and development company that is advancing the South Crofty critical mineral project towards production. South Crofty:
· is a historical underground tin mine located in Cornwall, United Kingdom and benefits from existing mine infrastructure including multiple shafts that can be used for future operations;
· is the highest grade known tin resource not in production;
· is permitted to commence underground mining (valid to 2071), construct a new processing facility and for all necessary site infrastructure;
· would be potentially the first primary producer of tin in Europe or North America. Tin is a Critical Mineral as defined by the UK, American, and Canadian governments as it is used in almost all electronic devices and electrical infrastructure. Approximately two-thirds of the tin mined today comes from China, Myanmar and Indonesia;
· benefits from strong local community, regional and national government support with a growing team of skilled people, local to Cornwall, and could generate over 300 direct jobs.
ON BEHALF OF THE BOARD OF DIRECTORS
"Don Turvey"
Don Turvey
CEO and Director
ENDS
Engage with us directly at our investor hub. Sign up at: https://investors.cornishmetals.com/link/P4xOzP
For additional information please contact:
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Cornish Metals
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Fawzi Hanano Emily Allhusen |
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Tel: +44 1209 715 777
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SP Angel Corporate Finance LLP (Nominated Adviser & Joint Broker) |
Richard Morrison Charlie Bouverat |
Tel: +44 203 470 0470
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Hannam & Partners (Joint Broker) |
Andrew Chubb Jay Ashfield |
Tel: +44 207 907 8500
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BlytheRay (Financial PR) |
Tim Blythe Megan Ray Said Izagaren |
Tel: +44 207 138 3204 |
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Caution regarding forward looking statements
This news release may contain certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements"). 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. Forward-looking statements herein include, but at not limited to, statements with respect to the consummation and timing of the Arrangement; the satisfaction of the conditions precedent of the Arrangement; timing, receipt and anticipated effects of court, regulatory and other consents and approvals for the Arrangement; and the timing and effect of other principal events relating to the Arrangement. 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 based on current expectations and are subject to known and unknown risks and uncertainties, many of which are beyond the Company's ability to predict or control and could 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 Canada's forward-looking statements.
The Company's 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. The Company 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.
All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law.
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