Cornish Metals Receives TSX-V Final Approval for

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VANCOUVER, British Columbia, November 03, 2021 (GLOBE NEWSWIRE) – Cornish Metals Inc. (TSX-V / AIM: CUSN) (“Cornish Metals” or the “Company”) announces that it has received final approval from the TSX Venture Exchange (“TSX-V”) for the agreement with 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”) to restructure the deferred consideration payable to the Sellers on the acquisition of the South Crofty Tin Project and mining rights partners in 2016 (see press releases of March 17, 2016, June 30, 2021 and October 4, 2021).

Key points:

  • Replaced fixed and variable payments under the original share purchase agreement with fixed payments linked to previously agreed project milestones.
  • The new fixed payments include:
    • 7,000,000 common shares (the “Closing Shares”) without par value in the share capital of the Company (“Common Shares”) which were issued on October 29, 2021 at a price of $ 0.184 per share as follows: 52 , 5% (3,675,000) of the Closing Shares in Galena and 47.5% (3,325,000) of the Closing Shares in Tin Shield;
    • In addition to the 7,000,000 Closing Shares, a total of US $ 9,750,000 will be paid in common shares (the “Milestone Shares”) as certain milestones are achieved. Milestone Shares will be issued as follows:
      • Step 1 – US $ 4,750,000 payable in common shares at closing of either financing for mine dewatering at the South Crofty tin project, and / or any bridge financing (up to 10% of the proceeds gross of these interim financing); and
      • Step 2 – US $ 5,000,000 payable in common shares on a decision by Cornish Metals to proceed with the development and / or construction of a mine at either the South Crofty tin project or the United Downs property .

Closing Shares are subject to a four month and one day hold period from the date of issue, in accordance with applicable Canadian securities legislation.

The Closing Shares will rank pari passu with the existing shares and a request was made yesterday for the 7,000,000 Closing Shares to be admitted to trading on AIM (“AdmissionIt is expected that the Listing will become effective and trading in the Closing Shares will begin at 8:00 am (London time) on or around November 8, 2021. The Closing Shares will also be traded on the Venture Exchange TSX.

Following the issuance of the Closing Shares, the issued and outstanding share capital of Cornish Metals consists of 276,920,157 shares. The Company does not hold any treasury shares. Shareholders may use this number as a denominator for calculations by which they will determine whether they are required to notify their interest or a change in their interest in the Company.

The issuance of Milestone Shares by the Company is subject to the approval of the TSX Venture Exchange prior to such issuance, and the Company agrees to file an official file with the TSX Venture Exchange prior to the issuance of the Shares. Milestone. The TSX Venture Exchange will determine the price acceptability of the Milestone Shares at the time of such approval from the TSX Venture Exchange, and the Company agrees to pay the respective filing fees when approval is requested for each issue. . Any Element share, when issued, will be subject to a hold period in Canada expiring four months and one day from the date of such issue, in accordance with applicable Canadian securities legislation.

ABOUT CORNISH METALS

Cornish Metals completed the acquisition of the South Crofty tin and United Downs copper / tin projects, as well as additional mineral rights located in Cornwall, UK, in July 2016 (see company press release dated of 12 July 2016). The additional mineral rights cover an area of ​​approximately 15,000 hectares and are distributed throughout Cornwall. Some of these mining rights cover old mines that were historically mined for copper, tin, zinc and tungsten.

SP Angel Corporate Finance LLP
(Designated advisor and co-broker)
Phone : +44 203 470 0470
Richard Morrison
Charlie bouverat
Grant Barker
Hannam & Partners
(Co-broker)
Phone : +44 207 907 8500
Matthew Hasson
Andrew Chubb
Ernest Bell
Blythepeser
(Financial PR / IR-London)
Phone : +44 207 138 3204
Tim blythe [email protected]
Megan ray [email protected]

ON BEHALF OF THE BOARD OF DIRECTORS

“Richard D. Williams”
Richard D. Williams, geologist

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 press release contains “forward-looking statements” including, but not limited to, statements regarding the expiration of the holding periods in Canada on the Common Shares, admission to AIM, trading on the TSX-V, issuance of Milestone Shares and approval by the TSX Venture Exchange to be solicited in respect of such issue of Milestone Shares.

Forward-looking statements, although based on management’s best estimates and assumptions at the time such statements are made, are subject to risks and uncertainties which may cause actual results to differ materially from those expressed or implied by such statements. forward-looking, including, but not limited to: risks associated with obtaining regulatory approvals; risks relating to general economic and market conditions; the risks associated with the global COVID-19 pandemic and any variant of COVID-19 that may arise; risks associated with the availability of financing; the timing and content of future work programs; the actual results of the proposed exploration activities; possible variations in mineral resources or grade; failure of the plant, equipment or processes to function as intended; accidents, labor disputes, title disputes, claims and limitations of insurance coverage and other risks of the mining industry; changes in national and local mining operations regulations, tax rules and regulations.

Although Cornish Metals has attempted to identify material factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results to not be as anticipated, estimated or planned. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Therefore, readers should not place undue reliance on forward-looking statements. Cornish Metals assumes no obligation or responsibility to update forward-looking statements, except as required by law.



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