Cornish Metals Announces Filing of a Management Information Circular and Related Materials for Its Special Meeting of Shareholders in Relation to Its Proposed Re-Domicile

Executive Summary

• Cornish Metals Inc. filed a management information circular for a special meeting on Dec 3, 2025 to approve the re‑domiciling of Cornish Canada to the United Kingdom (“Cornish UK”).
• The proposed arrangement will exchange 1 Cornish UK share for every 10 Cornish Canada shares held (rounded down) and result in delisting of Cornish Canada shares from the TSXV and cancellation of its AIM admission.
• Upon completion, existing shareholders retain proportional ownership, and Cornish UK will seek admission to trading on the London AIM market and raise new debt/equity financing.

Key Details

• Special Meeting: Virtual‑only, Dec 3, 2025 at 9:00 a.m. Vancouver / 5:00 p.m. London time.
• Arrangement Ratio: 1 Cornish UK Share per 10 Cornish Canada Shares (rounded down).
• Shareholder Approval Thresholds: ≥66 % of votes cast by each class and a simple majority overall; also subject to court, regulatory and TSXV approvals.
• Court Order: Interim Order obtained on Oct 20, 2025 authorizing the meeting and related matters.
• Timeline (Indicative):
• Effective date of arrangement – Dec 16, 2025 (acquisition of Cornish Canada shares).
• Delisting of Cornish Canada TSXV shares – Dec 16, 2025.
• Suspension & cancellation of AIM trading – Dec 17‑18, 2025.
• Admission of Cornish UK Shares to AIM – Dec 18, 2025 (subject to conditions).
• Post‑Transaction Structure: Cornish UK will own all assets and liabilities of Cornish Canada; shareholders retain the same proportional interest in profits, net assets and dividends.
• Future Financing Plans: Cornish UK intends to raise a “significant amount” of new debt and equity financing after AIM admission.
• NWF Support: National Wealth Fund Limited (≈28.45 % holder) has entered voting support agreements to vote in favour of the transaction.
• Regulatory Actions: Cornish Canada will apply to cease being a reporting issuer in Canada following completion.

Notable Quotes

“The Board believes that the Re‑Domicile … will be in the best interests of Cornish Canada and its securityholders.” – Don Turvey, CEO & Director (on behalf of the Board)