In This Article:
VANCOUVER, British Columbia, Nov. 03, 2021 (GLOBE NEWSWIRE) -- Cornish Metals Inc. (TSX-V/AIM: CUSN) (“Cornish Metals” or the “Company”) reports 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 to be paid to the Sellers on the acquisition of the South Crofty tin project and associated mineral rights in 2016 (see news releases dated March 17, 2016, June 30, 2021 and October 4, 2021).
Key points:
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Replacement of fixed and variable payments under the original share purchase agreement with fixed payments linked to pre-agreed project related milestones.
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The new fixed payments comprise:
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7,000,000 common shares (the “Closing Shares”) without par value in the share capital of the Company (“common shares”) which were issued October 29, 2021 at a price of $0.184 per share as follows: 52.5% (3,675,000) of the Closing Shares to Galena and 47.5% (3,325,000) of the Closing Shares to Tin Shield;
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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 reached. The Milestone Shares will be issued as follows:
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Milestone 1 - US$4,750,000 to be paid in common shares upon closing of either the financing for the dewatering of the mine at the South Crofty tin project, and / or any interim financings (up to 10% of the gross proceeds of such interim financings); and
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Milestone 2 - US$5,000,000 to be paid in common shares upon a decision made by Cornish Metals to proceed with the development and/or construction of a mine either at the South Crofty tin project or at the United Downs property.
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The Closing Shares are subject to a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities legislation.
The Closing Shares will rank pari passu with the existing shares and application was made yesterday for the 7,000,000 Closing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the Closing Shares will commence at 8:00 a.m. (London Time) on or around 8 November 2021. The Closing Shares will also trade on the TSX-V.
Following the issuance of the Closing Shares, Cornish Metals issued and outstanding share capital consists of 276,920,157 shares. The Company does not hold any issued shares in treasury. Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.