About
In connection with the Offering: (i)VBR and the Company have entered into a conditional agreement dated March 28, 2022 (the “Investment Agreement”) pursuant to which VBR has agreed to purchase, on a private placement basis (the “VBR Subscription”), an aggregate of 138,888,889 units of the Company (each, a “Unit”); (ii)the Company is undertaking a concurrent placing in the UK, on a private placement basis, of up to 76,872,728 Units (such Units being the "UK Placing Units") with certain existing and new institutional investors (the “UK Placing”); and (iii)the Company is also undertaking concurrent subscriptions, on a private placement basis, of up to 9,238,383 Units (such Units being the "Subscription Units") with certain existing Canadian and UK investors and eligible private investors (the “Concurrent Private Placements” and, collectively with the VBR Subscription and the UK Placing, the “Offering”). the Company expects to pay certain cash commissions to the Joint Brokers in connection with the Offering. Subject to receipt of the TSX-V Conditional Approval, the Company expects to file the management information circular in respect of the Special Meeting (the “Circular”) on SEDAR, and to post the Circular to Shareholders, on or about April 20, 2022, providing further details of the Offering and including a notice convening the Special Meeting, to seek the Shareholder Approvals for the closing of the Offering and the issue of the Common Shares and Warrants comprising the Units and the issue of the Warrant Shares following exercise of the Warrants pursuant to the Offering. The Company expects to schedule the Special Meeting on or about May 19, 2022, and will issue a further news release announcing the details of the Special Meeting, including the Circular in respect of the Special Meeting, once finalized. The Company advises that Patrick Anderson, Grenville Thomas, Stephen Gatley, John McGloin, Richard Williams and Owen Mihalop, being directors and / or officers of the Company, have agreed to subscribe for Units pursuant to the Concurrent Private Placements. With respect to an exemption from the minority approval requirement in connection with the Concurrent Private Placements, the Company expects to rely on the exemption in section 5.7(1)(b) of MI 61-101 (as neither the fair market value of the Common Shares which may be distributed to, nor the consideration which may be paid by, the related parties will exceed $2,500,000). Deferred Consideration Payable to the Sellers for the Cornwall Assets Further, subject to closing of the Offering, in accordance with the deferred consideration payment terms pursuant to a Share Purchase Agreement dated March 16, 2016, as amended, among the Company, Galena Special Situations Limited (formerly Galena Special Situations Master Fund Limited) (“Galena”) and Tin Shield Production Inc. (“Tin Shield” and, together with Galena, the “Sellers”), the Company expects to issue to the Sellers, on or about the closing of the Offering, Common Shares with an aggregate value of US$4,750,000 at the Offering Price (converted into US dollars at the US$/£ exchange rate on the fifth business day before the date of the issue) (the “Galena / Tin Shield Shares”), subject to receipt of approval of the TSX-V. The Company and the Joint Brokers have entered into the UK Placing Agreement pursuant to which, the Joint Brokers have agreed to act as agents of the Company in connection with the UK Placing and each of them has severally agreed to use their reasonable efforts to procure placees for the UK Placing Units at the Offering Price to raise £13.8 million (approximately C$22.8 million) (before expenses) for the Company. Cornish Metals” or the “Company”), a mineral exploration and development company focused on tin / copper projects in Cornwall, United Kingdom, is pleased to announce that, subject amongst other things to receipt of the requisite shareholder approvals and the approval of the TSX Venture Exchange (“TSX-V”), the Company plans to raise gross proceeds of up to £40,500,000 (C$66,800,700) through a unit offering (the “Offering”) comprising one common share priced at 18p (C$0.30 for Canadian investors) per common share and a warrant to purchase one common share priced at 27p (C$0.45 for Canadian investors) for a period of 36 months (details provided below).
