Cornish Metals Announces Update to Its Plans to Re-Domicile to the UK

Executive Summary

• Cornish Metals Inc. entered into an arrangement agreement to re‑domicile its Canadian entity (Cornish Canada) to the United Kingdom, creating a new parent company, Cornish UK.
• The transaction is expected to close in December 2025, subject to shareholder and court approvals, with a special shareholders’ meeting slated for late November 2025.
• Post‑re‑domicile, Cornish UK will seek admission to AIM, while Cornish Canada will delist from the TSX‑Venture Exchange and cease reporting in Canada.

Key Details

• Arrangement Agreement: Cornish Canada will transfer all issued & outstanding common shares to Cornish UK in exchange for new Cornish UK shares at a ratio of 1 Cornish UK share per 10 Cornish Canada shares (rounded down).
• Closing Timeline: Expected completion in December 2025; interim court hearing scheduled for 14 Oct 2025.
• Shareholder Approvals Required: Minimum 66 % approval from Cornish Canada shareholders and securityholders at the special meeting, plus a simple majority of all shareholders and final court endorsement.
• Post‑Transaction Structure: Cornish UK becomes the parent of the “Cornish Group”; rights of former Cornish Canada shareholders will remain substantially unchanged.
• AIM Admission & Delisting: Cornish UK will apply for AIM listing; Cornish Canada will delist from TSX‑Venture and cancel its AIM admission, then cease to be a reporting issuer in Canada.
• Strategic Rationale (CEO Quote): “Re‑domiciling … simplifies the Company’s structure and better aligns with our strategic focus in the UK to restart tin production at South Crofty… reduced regulatory, legal and other costs associated with dual‑listing, improved liquidity on AIM, and lower transaction complexity as we advance project financing.”
• Regulatory & Court Process: Documents will be filed with the Ontario Superior Court for an interim hearing; a management information circular will be circulated to shareholders outlining the transaction details.

Notable Quotes

“Re‑domiciling Cornish Metals from Canada to the UK simplifies the Company’s structure and better aligns with our strategic and operational focus in the UK to restart tin production at our South Crofty mine in Cornwall.” – Don Turvey, CEO & Director

All forward‑looking statements are subject to risks and uncertainties detailed in the release.