Schedule One - Cornish Metals Inc. | RNS | Ticker

Schedule One - Cornish Metals Inc.

RNS Announcement

RNS Number : 6545M

AIM

25 January 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Cornish Metals Inc. ("Cornish Metals", the "Group" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered: Suite 960-789, West Pender Street, Vancouver, British Columbia, V6C 1H2, Canada

Trading: Suite 580-625, Howe Street, Vancouver, British Columbia, V6C 2T6, Canada

COUNTRY OF INCORPORATION:

Canada

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.cornishmetals.com/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Cornish Metals is a Canadian mineral exploration and development company focused on its mineral projects in Cornwall, United Kingdom with its flagship projects being the United Downs Copper-Tin Project and the South Crofty Tin Project. It also maintains an interest in the Nickel King project, an exploration property which is prospective for nickel in the Northwest Territories in Canada and the Sleitat project, an exploration property which is prospective for tin and tungsten in Alaska. In addition, the Group holds a royalty on two non-producing tungsten assets located in the Northwest Territories and the Yukon, Canada.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Common shares without par value in the share capital of the Company

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

TBC

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

The shares of the Company trade on the TSX-V, operated by TMX Group Limited in Canada, and trades under the TSX-V symbol CUSN.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Patrick Fergus Neill Anderson (Non-Executive Chairman)

Richard David Williams (President and Chief Executive Officer)

David Grenville Thomas (Non-Executive Director)

Kenneth Andrew Armstrong (Non-Executive Director)

Donald Robert Njegovan (Non-Executive Director)

John Francis Gerald McGloin (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

			Number of Common
		Percentage	Shares	Percentage of
	Number of	of Existing	immediately	Enlarged
	Common	Common	following	Issued
Name	Shares	Shares	Admission	Share Capital
Osisko Development Corp.¹	44,256,190	31.59	TBC	TBC
Robert Wares	11,000,000	7.85	TBC	TBC
D. Grenville Thomas²	8,827,670	6.30	TBC	TBC

Note:

¹Held through Barkerville, a wholly-owned subsidiary of Osisko Development Corp. which is itself an entity currently controlled by Osisko Gold Royalties Ltd.

²This figure includes 4,638,167 Common Shares which are held indirectly in the name of Anglo Celtic Exploration Ltd., a private company controlled by Mr. Thomas.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Minexia Limited, whose registered address is at Hampton House, High Street, East Grinstead, West Sussex RH19 3AW.

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 January

(ii) 31 October 2020

(iii) Audited results for the year ending 31 January 2021 by 31 July 2021; unaudited results for the 6 months ending 31 July 2021 by 31 October 2021; audited results for the year ending 31 January 2022 by 31 July 2022.

EXPECTED ADMISSION DATE:

Early February 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, Mayfair, London, W1S 2PP

NAME AND ADDRESS OF BROKER:

S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, Mayfair, London, W1S 2PP

H&P Advisory Limited, 2 Park Street, Mayfair, London, W1K 2HX

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document, which will contain full details about the applicant and the admission of its securities, will be available on the company's website (www.cornishmetals.com) from the date of the Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Company will follow the Canadian binding requirements set out in the Canada Business Corporations Act ("CBCA"), the applicable rules and policies of the TSX Venture Exchange (the "TSX-V Rules") and NI 58-101 issued by the Canadian Securities Administrators and will apply the set of corporate governance focused guidelines in NP 58-201 issued by the Canadian Securities Administrators, to the extent required under Canadian securities laws and as deemed by the directors of the Company to be appropriate for the Company. The CBCA, the TSX-V Rules, NI 58-101 and NP 58-201, to the extent required under Canadian securities laws and as deemed by the directors of the Company to be appropriate for the Company, will collectively be the recognised corporate governance code of the Company (collectively, the "Corporate Governance Standards") for the purposes of the AIM Rules.

In addition to the Corporate Governance Standards, the Board will have regard to the recommendations set out in the QCA Code (and, where appropriate, the Remuneration Committee Guide published by the QCA) concerning the roles and responsibilities of directors, the independence of directors, the establishment and work of the remuneration committee and the appointment of new Directors and succession planning.

DATE OF NOTIFICATION:

25 January 2021

NEW/ UPDATE:

NEW

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RNS metadata

Title: Schedule One - Cornish Metals Inc.
Time: 08:00:02
Date: 25 Jan 2021
Category: Capital structure
ID: 6545M